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HomeMy WebLinkAboutReso 32-23 Approving a Grant Agreement with School of Imagination to Provide Funding for an Expanded Parking LotReso. No. 32-23, Item 4.4, Adopted 04/18/2023 Page 1 of 2 RESOLUTION NO. 32 - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A GRANT AGREEMENT WITH SCHOOL OF IMAGINATION TO PROVIDE FUNDING FOR AN EXPANDED PARKING LOT WHEREAS, School of Imagination is a non-profit school that provides therapy and classrooms to serve children in Dublin, including special needs children with autism and other developmental delays, and has requested funding to expand the parking lot (Project); and WHEREAS, the County of Alameda (County) has entered into a Grant Agreement with the United States Department of Housing and Urban Development (HUD) for Community Development Block Grants (CDBG) under the Housing and Community Development Act of 1974 and the regulations promulgated thereunder 24 CFR Sections 570 et seq., with said funds to be used for CDBG Programs and its eligible activities; and WHEREAS, the County Board of Supervisors approved a $219,130 allocation of Fiscal Year 2022-23 CDBG Capital funds for the Project, and the City of Dublin entered into a contract amendment on the 20th day of December 2022 with the County to incorporate these additional funds into the City’s existing contract with the County for Urban County CDBG programs and services; and WHEREAS, in accordance with the National Environmental Policy Act of 1969, as amended (42 USC 4321-4347) (NEPA), the environmental review has been completed for all applicable activities proposed to be undertaken under the Grant Agreement with The School of Imagination and certified by the Alameda County Department of Housing and Community Development; and WHEREAS, the Grant Agreement between the City of Dublin and School of Imagination, attached hereto as Exhibit A, reflects the terms for this Project and the use of this $219,130 grant. NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council does hereby approve the Grant Agreement with School of Imagination, Attached hereto as Exhibit A, for use of CDBG Capital funds. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Grant Agreement and take such further actions as may be necessary or appropriate to carry out the City Council’s obligations pursuant to this Resolution. {Signatures on the following page} Reso. No. 32-23, Item 4.4, Adopted 04/18/2023 Page 2 of 2 PASSED, APPROVED AND ADOPTED this 18th day of April 2023, by the following vote: AYES: Councilmembers Hu, Josey, McCorriston, Qaadri and Mayor Hernandez NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk GRANT AGREEMENT BETWEEN THE CITY OF DUBLIN AND SCHOOL OF IMAGINATION This Community Development Block Grant Capital Grant Agreement (“Agreement”) is made and entered into between the City of Dublin ("City") and School of Imagination (“Grantee”) as of _______________, 2023 (“Effective Date”). City and Grantee are hereafter collectively referred to as the “Parties.” Recitals A. Grantee requested additional funding to pave an existing unimproved parking lot, incorporating approximately 49 parking stalls and associated site improvements for the School of Imagination so that the school may serve additional children, including special needs children with autism and other developmental delays (the “Project”). The expanded parking lot will enable the campus to expand therapy and classrooms to serve an additional 60 children per year. B. The County of Alameda (“County”) has entered into a Grant Agreement with the United States Department of Housing and Urban Development (“HUD”), for a Community Development Block Grant (“CDBG”) under the Housing and Community Development Act of 1974 (“Act”) and the regulations promulgated thereunder 24 CFR Sections 570 et seq. (“Regulations”), said funds to be used for Community Development Block Grant Programs and its eligible activities (“HUD Grant Agreement”). C. The County is the federal grantee for the Alameda County Urban County (“Urban County”) CDBG Program which covers the City of Dublin. The City is eligible for entitlements of CDBG funds based on its participation in the Urban County and the County has allocated CDBG Funds to the City based on said participation. D. The City and the County identified $219,130 available from the CDBG Urban County Contingency Funds Pool to fund the Project, received endorsement from the Urban County CDBG Technical Advisory Committee and approval from the County Board of Supervisors. E. The City of Dublin entered into a contract amendment on the 20th day of December 2022 with the County to incorporate additional funds from the Urban County Capital Projects Pool for the Project into the contract entered into on the 1st day of July, 2022 between the City and the County for Urban County CDBG programs and services (“City/County Agreement”). F. In accordance with the National Environmental Policy Act of 1969, as amended (42 USC 4321- 4347) (“NEPA”), Alameda County has completed and approved all applicable environmental review for the activities proposed to be undertaken under this Agreement, and it was certified by the Alameda County Department of Housing and Community Development. The proposed Project is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15304 (Minor Alterations to Land) and 15311 (Accessory Structures). G. The activities of the Grantee under this Agreement with the City shall be governed by the conditions of the HUD Grant Agreement and the City/County Agreement, copy of which was provided to Grantee on February 22, 2023. H. In consideration of the Project benefits to be provided by Grantee to residents in Dublin, the City desires to provide a subaward to Grantee to carry out the work as provided in the Agreement. Exhibit A Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 2 of 16 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiently of which are hereby acknowledged, the Parties to this Agreement agree as follows: 1. Term. This Agreement takes effect as of the Effective Date first written above and terminates on June 30, 2024, or when all contract terms have been completed, whichever shall first occur. 2. Grant. The City shall disburse to the Grantee a sum not to exceed $219,130 in accordance with Exhibit B (“Budget”) to this Agreement for the performance described in Exhibit A (“Work Program”), said exhibits are attached hereto and incorporated herein by reference. The funds disbursed by the City under this Agreement are referred to as “Grant Funds.” 3. Grantee’s Obligations. 3.1 Subject to the terms and conditions herein, Grantee agrees to use the Grant Funds received pursuant to this Agreement solely to perform the work described in Exhibit A. Grantee certifies that the activities carried out under this Agreement will meet the CDBG program’s National Objectives, electronic copy was sent to Grantee on February 22, 2023. Grantee shall not use the Grant Funds for any other purposes without the prior written approval of the City pursuant to Section 21. 3.2 Reports. Grantee shall provide a quarterly report for the term of the Agreement or until the funds are completely expended. The report shall include, but shall not be limited to the following data elements: 3.2.1 Title of program, components, and a description of how the Grant Funds have been used to support Dublin residents. 3.2.2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. 3.2.3. In addition to the information listed here, Grantee must provide any necessary information reasonably requested by City as it relates to the Grant Funds. 3.2.4 Grantee’s obligation to the City does not end until all closeout requirements are completed. Activities during this closeout period shall include, but are not limited to reports, audits, and all other applicable requirements in this Agreement and all Exhibits. 3.3 Grantee agrees to keep the Grant Funds separate from all other funds under its control by use of separate accounts. Grantee shall not use the Grant Funds to supplant funding provided by the City to the Grantee under any other agreement. 3.4 Grantee agrees that use of Grant Funds for any purpose not approved herein, and/or any use not in compliance with this Agreement will result in forfeiture of funds and potential ineligibility for future funding. 3.5 Any time extension granted to the Grantee to enable the Grantee to complete the work shall not constitute a waiver of rights the City may have under this Agreement. Should the Grantee not complete the work by the scheduled date or by an extended date, granted by the City in writing, pursuant to previously stated conditions, the City shall be released from all conditions of this Agreement. 3.6 Upon completion of performance under this Agreement and a determination of final costs, Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 3 of 16 the Grantee shall provide the City and the County with a certificate of completion for construction projects and a closeout report that includes all the following: (i) an itemized list of all expenditures of Grant Funds; (ii) the name of each Grantee who is paid with Grant Funds; (iii) the amount of each contract for the purchase of goods or services that is paid for in whole or in part with Grant Funds; (iv) a copy of each contract for the purchase of goods or services that is paid for in whole or in part with Grant Funds; (v) all information required to be reported under this Agreement; and (vi) any necessary information that the City may reasonably request to demonstrate that the Grant Funds were used solely in accordance with the Act, the Regulations, and any other CDBG program rules. 3.7 If the City determines that a subsequent audit is required pursuant to the Regulations, City shall provide notice thereof to Grantee, and such audit shall be conducted by the City, at the City’s sole cost and expense. Any costs that are determined by subsequent audit to be unallowable are subject to repayment by the Grantee to the City within sixty days unless the City approves in writing an alternative repayment plan. 3.8 Program Monitoring and Evaluation. Grantee shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement, the Act, the Regulations, and conditions of the HUD Grant Agreement and the City/County Agreement, and the effective and efficient achievement of the program objectives as described in Exhibit A. 3.9 Records. During the term of this Agreement and for five years after the City makes the last disbursement of Grant Funds to the Grantee, the Grantee shall keep appropriate books, records, and accounts in connection with the Grant Funds and activities performed under this Agreement and is subject to the following: 3.9.1 The Grantee shall maintain all records related to this Agreement in accordance with applicable Regulations and generally accepted accounting practices, including, but not limited to the following records: (i) general ledger and subsidiary ledgers used to account for the receipt of Grant Funds and the disbursements from Grant Funds to meet eligible expenses; (ii) receipts of purchases made related to approved budget; (iii) contracts and subcontracts entered into using Grant Funds and all documents related to such contracts; (iv) all documentation of reports, audits, and other monitoring of contractors, subcontractors, the Grantee; (v) all documentation supporting the performance outcomes of contracts, subcontracts, and this Agreement; (vi) all internal and external email/electronic communications related to use of Grant Funds; and (vii) all investigative files and inquiry reports involving Grant Fund payments. 3.9.2 The Grantee shall make its relevant books, records, and accounts in connection with the Grant Funds available for review upon ten (10) days written request by the City or the County. The City or County’s inspection, audit, and/or copying of any such relevant books, records and accounts shall be at any time during the Grantee’s regular business hours, and the cost of such inspection, audit and/ or copying shall be borne by the City or County. Grantee shall be responsible for maintaining all Grantee’s Project records pertaining to this Agreement, including Grantee’s accounting records, employment records, and project work records for all employees, subcontractors, and suppliers, including this Agreement, change orders, requests for clarifications, instructions from HCD, contracts with suppliers and subcontractors, correspondence, submittals, samples, shop drawings, invoices, receipts, vouchers, purchase orders, notes, daily logs, and memoranda relating to the work. This includes subcontracts and expenditures, and all other financial and property records in conformance with 2 CFR Part 200. Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 4 of 16 3.9.3 Records must be kept accurate and up-to-date. Failure of Grantee to comply with this provision could result in termination of this Agreement or Grantee's repayment of funds previously awarded under this Agreement. 3.9.4 The Grantee shall follow audit requirements of the Single Audit Act and 2 CFR Part 200. 3.10 Audit Report. In addition to the reporting requirements listed above, if the City determines that an audit report is required pursuant to the Regulations, City shall provide notice thereof to Grantee, and Grantee shall commission an independent auditing firm to prepare and file with the City an audit report for each required period during the term of this Agreement. Grantee’s failure to submit the audit report, if required by the Regulations, may result in the termination of the Agreement. If required by Regulations, the audit report is to be submitted to the City by the time specified in the City’s notice. The audit report should state that an audit was made in accordance with the provisions of 2 CFR Part 200. 3.11 Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following: 3.11.1 Grantee shall transfer to the City any Grant Funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination. 3.11.2 Real property under the Grantee’s control that was acquired or improved, in whole or in part, with Grant Funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 3.12 Program Income. Any program income, as such term is defined in the Regulations, received by Grantee shall be retained by Grantee. The program income received by Grantee shall solely be used for the Project. All provisions of this Agreement shall apply to activities funded by program income. All program income shall be expended by Grantee before the City is obligated to advance any other Grant Funds to Grantee under this Agreement. 3.13 Subcontracts. Grantee shall not enter into any subcontracts for the performance of work under of this Agreement without the written consent of the City (which shall not be unreasonably withheld, conditioned or delayed) prior to the execution of such subcontract. Grantee shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. 3.14 Religious Activity Prohibition. Grantee agrees that Grant Funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. 4. City’s Obligations. For the Work Program described in Section 2 (Exhibit A), City shall disburse to the Grantee reimbursement for eligible designated costs shown in the approved Budget (Exhibit B), subject to the terms of this Agreement and City’s receipt of a W9 form from Grantee. 5. Federal Subrecipient Requirements. Grantee agrees to comply with all applicable requirements of Title 24 of the Code of Federal Regulations, Part 570. Grantee also agrees to comply with all other Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 5 of 16 applicable Federal, state, and local laws, regulations, and policies governing the Grant Funds provided under this contract. The laws and regulations governing the use of the Grant Funds include (but are not limited to) the following: 5.1 Labor Standards. Grantee agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state, and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. Grantee agrees to comply with the Copeland AntiKick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5, as applicable. Grantee shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. 5.2 For the Employment and Contracting Opportunities requirements under Section 3 of the HUD Act of 1968, as amended - see Exhibit C. 5.3 For the prohibition on the use of debarred, suspended, or ineligible contractors as set forth in 24 CFR Part 24 - see Exhibit D. 5.4 Environmental Standards. In accordance with 24 CFR Part 58, the Grantee shall not commence work on the proposed project until the environmental review has been completed. A copy of the Environmental Review is contained within the Environmental Review file and is made a part of this contract by reference. 6. Grantee Representations and Warranties. Grantee warrants that it is duly organized under applicable laws of the State of California, is qualified to do business in the City, and is in compliance in all material respects with all laws and regulations necessary to perform under this Agreement. Grantee warrants that it shall perform the Project and operate the facility in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered. Grantee further represents and warrants to the City as follows: 6.1 Grantee has read and is familiar with all of the terms and provisions of the Act and the Regulations applicable to Grantee. 6.2 Grantee is a duly organized entity permitted to receive CDBG funds under the Act and the Regulations. 6.3 The use of the facility, the Project, and the expenses to be reimbursed by the Grant Funds, as described in the Budget, are permitted uses of CDBG funds under the Act and the Regulations. 7. Relationship of Parties. Nothing contained in this Agreement shall be construed as creating the relationship of employer and employee or principal and agent between City and Grantee or Grantee’s agents or employees, and Grantee shall at all times be wholly responsible for the manner in which it or its agents, or both, perform under this Agreement. The Grantee shall at all times remain an “independent contractor” with respect to the work to be performed under this Agreement. Except as City may specify in writing, Grantee shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Grantee and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 6 of 16 compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 8. Indemnification. To the maximum extent allowed by law, Grantee shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Grantee’s performance under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the active negligence or willful misconduct of City. Grantee’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. If any judgment is rendered against City or any of its elected or appointed officials or any of its employees, agents, and representatives in any such action, suit, or claim, Grantee shall, at its expense, satisfy and discharge the judgment. Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Grantee to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Grantee or any employee, agent, or subcontractor of Grantee providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Grantee shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Grantee or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 9. Insurance. Grantee shall procure and maintain, at all times during the performance of the work, Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance in conformance with the laws of the State of California and Federal laws, where applicable, in an amount not less than One Million Dollars ($1,000,000) per accident or disease. Grantee shall also procure and maintain at all times during the term of this Agreement, Commercial General Liability Insurance (including automobile operation) and Automobile Insurance covering Grantee and City for liability arising out of the operations of Grantee and any subcontractors. Each policy shall include coverage for all vehicles, licensed or unlicensed, on or off City’s premises, used by or on behalf of Grantee for the performance of work under this Agreement. Commercial General Liability Insurance shall provide coverage of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate. Automobile Insurance should be no less than One Million Dollars ($1,000,000) per accident. Both Commercial General Liability and Automobile Insurance shall name as additional insured, in connection with Grantee’s activities, City, its elected and appointed officials, and its employees, agents, representatives, and volunteers. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). Grantee shall also procure and maintain Builders' risk insurance during the course of the construction, and, upon completion of construction, property insurance covering the Project, in form appropriate for the nature of such property, covering all risks of loss, excluding earthquake, for one hundred percent (100%) Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 7 of 16 of the replacement value, with deductible, if any, acceptable to the City, naming the City as a Loss Payee, as its interests may appear. Flood insurance shall be obtained if required by applicable federal regulations. 9.1 All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. Each of the insurance providers on behalf of the contractor(s) or subcontractor(s) shall agree that its policy is primary insurance and that it shall be liable for the full amount of any loss up to and including the total limit of liability without right of contribution from any other insurance covering City. 9.2 Prior to commencement of work hereunder, Grantee shall deliver to City a certificate of insurance which shall indicate compliance with the insurance requirements of this Section 9. City reserves the right to obtain a full certified copy of any insurance policy and endorsements during this time. Failure to exercise this right shall not constitute a waiver of right to exercise later. 9.3 It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Grantee’s policy shall be “primary and non-contributory” and will not seek contribution from City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 12. In the event Grantee fails to obtain or maintain coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by Grantee. Each policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days’ prior written notice to City of such cancellation, change, or lapse. 9.4 All self-insured retentions (SIR) and/or deductibles must be disclosed to City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or City. 9.5 Pursuant to the provisions of this Agreement, insurance effected or procured by the Grantee shall not reduce or limit Grantee’s contractual obligation to indemnify and defend the City, and acceptance of Grantee’s insurance by City shall not relieve or decrease the liability of Contractor hereunder. Inclusion of City, its elected and appointed officials, and its employees, agents, representatives, and volunteers as additional insured shall not in any way affect its rights with respect to any claim, demand, suit, or judgment made, brought or recovered against Grantee. Such policy shall protect Grantee and City in the same manner as though a separate policy had been issued to each, but nothing in the policy shall operate to increase the insurer's liability as set forth in the policy beyond the amount or amounts shown or to which the insurer would have been liable if only one interest had been named as an insured. 9.6 If the policies of insurance obtained and maintained by Grantee under this Section 9 provide coverage on a claims-made rather than occurrence-based basis, Grantee shall maintain such coverage, or obtain comparable tail coverage, for the period following termination of this Agreement until the expiration of all applicable statutes of limitations. 9.7 City, its elected and appointed officials, and its employees, agents, representatives, and volunteers shall be covered as additional insureds with respect to liability arising out of activities performed by or on behalf of Grantee, as well as products and completed operations of Grantee. Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 8 of 16 9.8 Grantee shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Grantee shall not allow any subcontractor to commence work on any subcontract until Grantee has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. 10. Nondiscrimination and Equal Opportunity. During the performance of this Agreement, Grantee shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Grantee under this Agreement. Grantee shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Grantee thereby. 11. Licenses; Permits. Grantee shall obtain, at its sole cost and expense, such licenses, permits and approvals as may be required by law for the performance of the Project and the operation of the facility. 12. Termination. City may terminate this Agreement in whole or in part immediately for cause, which shall include as example but not as a limitation: 12.1 Failure, for any reason, of Grantee to fulfill in a timely and proper manner its obligations under this Agreement, including compliance with City, State and Federal laws and regulations and applicable directives; 12.2 Failure to meet the performance standards contained in other sections of this Agreement; 12.3 Improper use or reporting of funds provided under this Agreement; and 12.4 Suspension or termination by HUD of the grant to the County, or by County to City, under which Agreement is made, or the portion thereof delegated by this Agreement. In accordance with 24 CFR 85.44, this Agreement may also be terminated for convenience by either the Grantee or the City, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the City determines that the remaining portion of the award will not accomplish the purpose for which the award was made, the City may terminate the award in its entirety. Prior to the City terminating this Agreement, whether partial or in whole, the City shall provide Grantee a thirty (30) day prior written notice to cure, if possible, the reason or cause for termination. 13. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 14. Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 9 of 16 15. Notices. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Any written notice to Grantee shall be sent to: SCHOOL OF IMAGINATION Attn: Mitch Sigman, Co-Founder (mitch@schoolofimagination.org) Phone: (925-236-9714) Any written notice to City shall be sent to: The City of Dublin Attn: Housing Division 100 Civic Plaza Dublin, CA 94568 Phone: (925) 833-6610 16. Integration. This Agreement, together with attached Exhibits A-D, contains the entire understanding between the parties concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understands, oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed herein. 17. Attorneys’ Fees. If any legal proceeding is instituted by either party to enforce the terms of this Agreement or to determine the rights of the parties thereunder, the prevailing party in the proceeding shall recover, in addition to all court costs, reasonable attorneys' fees (including, without limitation, post- judgment attorneys’ fees incurred in collecting a judgment or otherwise enforcing the terms thereof). 18. Applicable Law. This Agreement shall be subject to and governed by the law of the State of California. 19. Assignment. Binding on Successors. The Grantee may not assign or otherwise transfer this Agreement or any interest in it without the City’s written consent, which the City may grant or deny in its sole discretion. An assignment or other transfer made contrary to this section is void. This Agreement binds and inures to the benefit of the successors and assigns of the parties, however this statement does not constitute the City’s consent to any assignment of this Agreement or any interest in this Agreement. 20. Conflict of Interest. Grantee agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. Grantee further covenants that in the performance of this Agreement no persons having such a financial interest shall be employed or retained by the Grantee hereunder. These conflict of interest provisions apply to any person who is an employee, agent, Grantee, officer, or elected official or appointed official of the City of Dublin, or of any designated public agencies or subrecipients which are receiving funds under the Act. Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 10 of 16 21. Amendment. No changes in the Work Program (Exhibit A) as described in this Agreement shall be made without written approval of the City, which shall not be unreasonably withheld, conditioned or delayed. Any changes to this Agreement, unless otherwise noted, may only be made through a written amendment to this Agreement executed by City and Grantee. City and Grantee may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, are executed in writing, and signed by duly authorized representative(s) of each party. Such amendments shall not invalidate any parts of this Agreement that are not changed by the amendment, nor relieve or release City and Grantee from its obligations under this Agreement that are not changed by the amendment. Grantee agrees not to unreasonably withhold its approval of any amendments proposed by City that are necessary in order to conform with federal, state or local governmental laws, regulations, ordinances, orders, rules, directives, circulars, bulletins, notices, guidelines, policies and available funding amounts. 22. Waiver of Breach. A party’s failure to insist on strict performance of this Agreement or to exercise any right or remedy upon the other party’s breach of this Agreement will not constitute a waiver of the performance, right, or remedy. A party’s waiver of the other party’s breach of any term or provision in this Agreement is not a continuing waiver or a waiver of any subsequent breach of the same or any other term or provision. A waiver is binding only if set forth in writing and signed by the waiving party. 23. Corporate Authority. The persons executing this Agreement on behalf of the parties hereby warrant that (i) they are duly authorized to execute and deliver this Agreement on behalf of said party, (ii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and, (iii) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. SIGNATURES ON THE FOLLOWING PAGE Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 11 of 16 IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on the date set forth above. CITY OF DUBLIN SCHOOL OF IMAGINATION ______________________________ _________________________________ Linda Smith, City Manager Mitch Sigman, CFO/Secretary Attest: ____________________________ Marsha Moore, City Clerk Approved as to Form: ____________________________ John D. Bakker, City Attorney Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 12 of 16 EXHIBIT A WORK PROGRAM for SCHOOL OF IMAGINATION CONSTRUCTION OF PARKING LOT FOR SCHOOL OF IMAGINATION IN DUBLIN CDBG funds are being used to expand a parking lot to serve the School of Imagination. The expanded parking lot will ultimately enable the campus to expand therapy and classrooms to serve an additional 60 children, including special needs children with autism and other developmental delays, per year from their facility in Dublin. Grantee shall: 1) Expand the size of the parking lot by 49 spaces approximately, through paving an existing unimproved parking lot and making associated site improvements. This unimproved parking lot is 28,355 square feet and adjacent to the School’s facility at 9801 Dublin Boulevard, Dublin, California. The expansion will be completed on parcel number 941-2832-028-00. Timeline July 1, 2023 School of Imagination to expand the size of their parking lot by approximately 49 spaces, through paving an existing unimproved parking lot and making associated site improvements. Project is expected to be completed by August 31, 2023. June 30, 2024 All work to be completed, and invoices and reports to be submitted to close out this Project. 1. This timeline may be amended with prior approval of the Director or designee. 2. Invoices can only cover costs incurred between ______________, 2023 and June 30, 2024. Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 13 of 16 EXHIBIT B CONDITIONS FOR PAYMENT for SCHOOL OF IMAGINATION CONSTRUCTION OF PARKING LOT FOR SCHOOL OF IMAGINATION IN DUBLIN 1. BUDGET Before disbursement of Grant Funds may be made, Grantee shall establish a budget, to be approved in writing by the Community Development Director or designee, specifying by line item the expenditures to be made with Grant Funds. Once a budget is approved by the City, changes may be made only with a written request to be approved by the Director or designee in advance of a request for disbursement of funds. Said approval of the Director or designee shall not be unreasonably withheld, conditioned or delayed. 2. METHOD OF PAYMENT All requests for a reimbursement will be in a format approved by the City and the County. a. All requests for a reimbursement shall be on Grantee’s letterhead, contain an original authorized signature, unique invoice number (current year’s contract number); total amount requested and amounts towards each line item on the approved budget. This document shall be called an “Invoice”, and shall track disbursements made by budget line item, current requests, and amount remaining in the budget line item, as demonstrated in the table below. Line Item Total Budget Previous Requests Current Request Balance Remaining b. Invoices must state the service period which is the period for which payment is requested. The dates on the backup invoice documentation must be within this period. c. All invoices shall be paid on a reimbursement basis and be made no more than monthly with supporting documentation of actual costs incurred during the period of time covered by the invoice. If under a specific line item, Grantee has more than one form of back up or supporting documentation, Grantee must summarize the documentation and include a subtotal of items which add up to the line-item total. Invoices must be properly organized and are subject to return to Grantee if they are not. d. Requests for reimbursement must be received within sixty (60) days of the end of each month or period covered. e. All funds disbursed to Grantee must be expended within fifteen (15) days of approval of the receipt of funds. The final disbursement shall be requested by Grantee not less than sixty (60) days before Project completion. f. Any adjustments made by the fiscal auditors at the year-end audit, under the American Institute of Certified Public Accountants (AICPA) guidelines and other relevant federal regulations should be brought to the attention of City staff for reconciliation. g. Grantee is responsible for reporting any matching funds used on this Project which do not originate from HCD sources. These funds can include funding to cover staff that are working on this Project but paid from another source of funds. Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 14 of 16 3. REQUESTS FOR ADJUSTMENTS TO BUDGET LINE ITEMS Once the line-item budget has been approved, there can be no more than four (4) requests for adjustments to the budget during the contract period, including any final adjustments done at the end of the Project, unless otherwise approved by the City of Dublin Community Development Director, which approval shall not be unreasonably withheld, conditioned or delayed. Any change in the budget that results in lower costs shall be communicated immediately. If Director or designee determines that the total amount of funds under this contract exceeds the amount necessary to complete the Project, Director or designee may adjust the contract accordingly. The budget amendment should be on letterhead, must contain an original signature, and must track the requested change by line item, showing original budget amount, balance expended to date, remaining funding by each line item, the amount to be moved between line items, and the final new budget amount. Budget amendments take between two and three weeks to process and must be processed prior to receipt of an invoice requesting funding under the new budget. The Director or designee reserves the right to reasonably deny any budget modification request. 4. COMPLIANCE WITH FEDERAL REGULATIONS Grantee's administrative procedures must be in compliance with the following regulations: a. 2 CFR Part 200. b. 24 CFR Part 570.502 Applicability of uniform administrative requirements. 5. PUBLIC RECOGNITION OF FUNDING Grantee will publicly recognize the funding provided by the City of Dublin and the Alameda County Housing and Community Development Department (HCD) and in all newspaper articles and any other public relations opportunities related to this Project. HCD staff and members of the Board of Supervisors will be invited to participate in the groundbreaking and grand opening ceremonies, if held. Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 15 of 16 EXHIBIT C SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 1. In all sub-contracts for work paid for with funds from this Contract over $10,000, the following clause (referred to as the Section 3 Clause), will be included: a) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, 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. b) The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. 3. The Contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate actions, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The Contractor will 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. 4. The Contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the Contractor is selected but not before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities be directed, were not filled to circumvent the Contractor's obligations under 24 CFR Part 135. 5. The Contractor agrees to publish and advertise all new employment opportunities and sub- contracting opportunities with the following types of organizations: a) 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 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 describe the Section 3 preference, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. b) Workforce Investment Board “One Stop Career Centers.” c) Other low-income training organizations. 6. Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 7. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 405e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). Grant Agreement between April 18, 2023 City of Dublin and School of Imagination Page 16 of 16 EXHIBIT D DEBARMENT AND SUSPENSION CERTIFICATION The Contractor, under penalty of perjury, certifies that, except as noted below, Contractor, its principals, and any named subcontractor: Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years; Does not have a proposed debarment pending; and Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years. If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions will not necessary result in denial of award, but will be considered in determining Contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.