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2500 - Wealth By Health - In Response to Coronavirus (Covid-19) Funded Through Community Development Block Grant Coronavirus (CDBG-CV)a PUBLIC SERVICE AGREEMENT HEALTH SERVICES PROGRAM IN RESPONSE TO CORONAVIRUS (COVID-19) FUNDED THROUGH COMMUNITY DEVELOPMENT BLOCK GRANT CORONAVIRUS (CDBG-CV) (WEALTH BY HEALTH) 1. PARTIES AND DATE. This Agreement is made and entered into this 1 st day of July 2023 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Wealth By Health with its principal place of business at 3059 Del Mar Ave Rosemead, CA 91770 ("Subrecipient"). City and Subrecipient are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title I of the Housing and Community Development Act of 974 (41 U.S.C. 5301-5320) as amended (hereinafter "ACT'). The City received a special allocation of Community Development Block Grant (CDBG) funds to be used to prevent, prepare for and respond to the coronavirus (COVID-19) (hereinafter CDBG- CV). This allocation was authorized by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Public Law 116-136, signed on March 27, 2020, which included a one- time supplemental appropriation to the CDBG program to address the economic impacts of COVID-19. CDBG-CV funds must be used to prevent, prepare for, and respond to the COVID-19 pandemic. The City has approved the funds to be used to fund a Health Servioes Program in the amount of $50,000. Subrecipient is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit A and incorporated herein by reference. The funding for said services will come exclusively from the supplemental CDBG-CV Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 2 of 18 allocation. 2.2 Subrecipient. Subrecipient desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Subrecipient represents that it is experienced in providing a Health Services Program to public clients, is licensed in the State of California and is familiar with the plans of City. 2.3 Project. City desires to engage Subrecipient to render Health Services Program ("Services") as set forth in this Agreement. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Subrecipient promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply Health Services Program necessary for the City, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state andfederal laws, rules and regulations. 3.1.2 National Objectives. All activities funded with CDBG-CV funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention elimination of slums or blight; or meet community development needs having a particular urgency as defined in 24 CFR 570.208. The Subrecipient certifies that the activities carried out under this Agreement will meet one or more of the sited National Objections. 3.1.3 Term. The term of this Agreement shall be for a one-year time period from July 1, 2023 to June 30, 2024 at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Subreceipient shall complete the Services within the term of the Agreement and shall meet any other established schedules and deadlines. 3.1.4 Suspension and Termination. According to 24 CFR 85.43 suspension or termination may occur if the Subrecipient materially fails to comply with any term of this Agreement. This Agreement may also be terminated for the City's convenience, consistent with 24 CFR 85.44. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 4 of 18 designee. 3.2.6 Subrecipient's Representative. Subrecipient designate to act as its representative for the performance of this Agreement ("Subrecipient's Representative"). Subrecipient's Representative shall have full authority to represent and act on behalf of the Subrecipient for all purposes under this Agreement. The Subrecipient's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Subrecipient agrees to work closely with City staff in the performance of Services and shall be available to City's staff, and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Subrecipient shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Subrecipient represents and maintains that it is skilled in the professional calling necessary to perform the Services. Subrecipient warrants that all employees and subcontractors shall have sufficient skill and experienceto perform the Services assigned to them. Finally, Subrecipient represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals ofwhatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Subrecipient shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Subrecipient's failure to comply with the standard of care provided forherein. 3.2.9 Laws and Regulations. Subrecipient shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Subrecipient shall be liable for all violations of such laws and regulations in connection with Services. If the Subrecipient performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Subrecipient shall be solely responsible for all costs arising therefrom. Subrecipient shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Subrecipient shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Tile: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 3 of 18 3.2 Responsibilities of Subrecipient. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Subrecipient or under its supervision. Subrecipient will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Subrecipient on an independent contractor basis and not as an employee. Subrecipient retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Subrecipient shall also not be employees of City and shall at all times be under Subrecipient's exclusive direction and control. Subrecipient shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of Services under this Agreement and asrequired by law. Subrecipient shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Subrecipient shall perform the Services expeditiously, within the term of this Agreement. Subrecipient represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Subrecipient's conformance with the Schedule, City shall respond to Subrecipient's submittals in a timely manner. Upon request of City, Subrecipient shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Subrecipient shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Subrecipient has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Subrecipient may substituteother personnel of at least equal competence upon written approval of City. In the event that City and Subrecipient cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Subrecipient at the request of the City. The key personnel for performance of this Agreement is as follows: Wendy Tran, Program Director. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Subrecipient shall not accept direction or orders from any person other than the City's Representative or his or her Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 5 of 18 3.2.11 Safety: Subrecipient shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Subrecipient shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gangplanks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports: Subrecipient shall maintain the following records and reports to assist the City in maintaining its record-keeping requirements: 193PAR PAM:Y�. on (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG-CV funds received by City. (C) Documentation of expenses as identified in the Bid. Subrecipient must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A-122. All expenditures must be documented by receipts, invoices, canceled checks, inventory records, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Subrecipient shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG-CV funds. These reports must trace the CDBG-CV funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Subrecipient shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 6 of 18 the interview of Operation Agency staff and program participants as required by the City, The Subrecipient agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Subrecipient shall comply with the program income requirements set for in 24 CFR 570.504(c). At the end of the Agreement expiration/termination, Subrecipient shall remit all and any program income balances (including investments thereof) held by Subrecipient (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs) as required §570.503 (b)(8). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Subrecipient shall transfer to the City any CDBG-CV funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG-CV funds, including any real property under the Subrecipienfs control that was acquired or improved in whole or in part with CDBG-CV funds (including CDBG-CV funds provided to the Subrecipient in the form of a loan) in excess of $60,000 is either: (i) Used to meet one of the national objectives in 24 CFR 570.208 until five years after the expiration of the Agreement, or for such longer period of time as determined to appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of 24 CFR 570.503, in which event the Subrecipient shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG-CV funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. Subrecipient shall comply with applicable uniform administrative requirements as described in 24 CFR 84 as modified by 24 CFR 570.502(b), OMB Circular A-122 Cost Principals for Non -Profit Organizations, and OMB Circular A-133 Audits of States, Local Governments and Non - Profit Organizations. 3.2.16 Compliance with Applicable Laws. Subrecipient agrees to comply fully with all applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB CircularA-110 with Attachments A, B, C, F, H, N, and 0, as setforth in 24 CFR 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. Subrecipient shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. Subrecipient shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA TRIe: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 7 of 18 3.2.17 Political Activities. Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in 24 CFR 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Subrecipient shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG-CV funds. (B) Subrecipient shall not under any program or activity funded in whole or in part with CDBG-CV funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided by the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to other under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Subrecipient may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Subrecipient, in determining the site or location of housing or facilities provided in whole or in part with CDBG-CV funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits of, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendment thereto. Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 8 of 18 (E) In administrating a program or activity funded in whole or in part with CDBG-CV funds regarding which the Subrecipient has previously discriminated against persons on the grounds of race, color, national origin or sex, the Subrecipient must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, Subrecipient in administrating a program or activity funded in whole or in part with CDBG-CV funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin or sex to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG-CV funding applies, Subrecipient has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Subrecipient shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities providedto any geographic area of specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Subrecipient from maintaining construction separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Subrecipient shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Subrecipient shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Subrecipient agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Subrecipient shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Subrecipient shall comply with all provisions of Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Tills: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 9 of 18 Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Subrecipient shall furnish to the city all information and reports required by Executive Order 11246 of September 24, 1965. And by the related rules, regulation, and orders. (F) In the event of Subrecipient's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Subrecipient shall include the provisions of Section 3.2.18.2(A) -(F) in every sub -contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub -contractor rider as the City may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event Subrecipient becomes involved in, or is threatened with, litigation with a sub -contractor or vendor as a result of such direction by the City, Subrecipient may request the United States to enter into such litigation to protect the interest of the United States. (H) Subrecipient shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). ( I ) Subrecipient shall also provide ready access to and use of all CDBG-CV fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of the Subrecipient's failureto comply with any rules, regulations, or orders required to be complied with pursuant to the Agreement, city may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 3.2.19 Ineligibility of Subrecipient. Subrecipient shall not use CDBG-CV funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 CFR Part 24. 3.2.20 Assignability. Subrecipient shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 10 of 18 consent of the City; provided, however, that claims for money are to become due to Subrecipient from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Subrecipient shall comply with all applicable conditions prescribed by HUD under 24 CFR 570.2000) and 24 CFR 5.109 for the use of CDBG-CV funds by religious organization if Subrecipient is a religious organization. 3.2.22 Licensing. Subrecipient agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Subrecipient shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of interest & Procurement Standards and Methods. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular A-110, and provisions of 24 CFR 84.82; 24 CFR 570.502 and 570.611 shall apply. 3.2.24 Other Program Requirements. Subrecipient shall carry out contract activities in compliance with all Federal laws and regulations described in Subpart K of 24 CFR 570, except the following: (i) Subrecipient does not assume the City's environmental responsibilities; and (ii) Subrecipient does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Subrecipient shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed $50,000.00. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Subrecipient shall submit to a quarterly itemized statement which indicates work completed and Services rendered by Subrecipient. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Subrecipient shall not be reimbursed Catalog of Feder it Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 11 of 18 for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Subrecipient perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Subrecipient shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Subrecipient is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Codeof Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Subrecipient agrees to fully comply with such Prevailing Wage Laws. City shall provide Subrecipient with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Subrecipient shall make copies of the prevailing rates of per diem wages for each craft; classification or typeof worker needed to execute the Services available to interested parties upon request, and shall post copies at the Subrecipient's principal place of business and at the project site. Subrecipient shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Subrecipient shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Subrecipient shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Subrecipient shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Subrecipient, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Subrecipient of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Subrecipient shall be compensated only for those services which havebeen adequately rendered to City, and Subrecipient shall be entitled to no further compensation. Subrecipient may not terminate this Agreement except for cause. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 12 of 18 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Subrecipient to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Subrecipient in connection with the performance of Services under this Agreement. Subrecipient shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: SUBRECIPIENT: Wealth By Health Foundation 3059 Del Mar Ave Rosemead, CA 91770 Attn: Wendy Tran, Program Director Tel: (626) 802-8440 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Ben Kim, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Subrecipient stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulationsand agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 CFR Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. Subrecipient and City agree to cooperate to the fullest extent possible to ensure compliance with all Federal requirements. Subrecipient further warrants that it will comply Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Idle: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 13 of 18 with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities. (C) Requirements relating to the maintenance of a drug-free workplace. (D) Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et.seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in the Agreement by City and local government officials. (H) Compliance with program income and property management standardsas defined in Federal Office of Management and Budget Circular A-102. (1) Program Income - Transfers of grant funds by the City to the Subrecipient shall be adjusted according to the principles described in 24 CFR 507.504 (b)(2)(i). Any program income on hand when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section 3.2.13 of this Agreement and 24 CFR 507.503(b)(8). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Subrecipient does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570 2. The Subrecipient does not assume the City responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement the Subrecipient shall transfer to the City any CDBG-CV funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG-CV funds. Any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG-CV funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.208 of 24 CFR Part 570 until five (5) years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG-CV funds for the acquisition of, or improvement to, the property. (M)Other Federal Acts are applicable to projects funded with CDBG-CV funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 14 of 18 but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subrecipient under this Agreement ("Documents & Data"). Subrecipient shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Subrecipient represents and warrants that Subrecipient has the legal right to license any and all Documents & Data. Subrecipient makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Subrecipient or provided to Subrecipient by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Subrecipient in connection with the performance of this Agreement shall be held confidential by Subrecipient. Such materials shall not, without the prior written consent of City, be used by Subrecipient for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Subrecipient which is otherwise known to Subrecipient or is generally known, or has become known, to the related industry shall be deemed confidential. Subrecipient shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production orother similar medium without the prior written consent of City. 3.5.5 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.7 Indemnification: To the fullest extent permitted by law, Subrecipient shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Subrecipient, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Subrecipient shall defend, at Subrecipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 15 of 18 instituted against City, its directors, officials, officers, employees, agents or volunteers. Subrecipient shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Subrecipient shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Subrecipient's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials- officers, employees, agents or volunteers. 3.5.8 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.9 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Subrecipients: City reserves right to employ other Subrecipients in connection with this Project. 3.5.12 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.13 Assignment or Transfer: Subrecipient shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall benull and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Subrecipient include all personnel, employees, agents, and subcontractors of Subrecipient, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Tills: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 16 of 18 both Parties. 3.5.16 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests: Subrecipient maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Subrecipient, to solicit or secure this Agreement. Further, Subrecipientwarrants that it has not paid nor has it agreed to pay any company or person, other thana bona fide employee working solely for Subrecipient, any fee, commission, percentage, brokerage fee, gift or another consideration contingent upon or resulting from the award or making of this Agreement. Subrecipient further agrees to fie or shall cause its employees of sub -consultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.20 Equal Opportunity Employment: Subrecipient represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Subrecipient shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification: By its signature hereunder, Subrecipient certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement: Subrecipient has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) I Entitlement Grants Wealth By Health (WBH) Page 17 of 18 power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Subrecipient shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 18 of 18 CITY OF ROSEMEAD By: Ben Kim ity Manager Attest: City erk: Approved as to Form: Wa SUBRECIPIENT By: /Y -140j Date Name: KCV pj 1/0 Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Rachel Richman ate City Attorney By: Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) I Entitlement Grant PUBLIC SERVICE AGREEMENT HEALTH SERVICES PROGRAM IN RESPONSE TO CORONAVIRUS (COVID-19) FUNDED THROUGH COMMUNITY DEVELOPMENT BLOCK GRANT CORONAVIRUS (CDBG-CV) (WEALTH BY HEALTH) PARTIES AND DATE. This Agreement is made and entered into this 13th day of September 2022 by and between the City of Rosemead, a municipal organization organized under the laws of the State ofCalifornia with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Wealth By Health with its principal place of business at 3059 Del Mar Ave Rosemead, CA 91770 ("Subrecipient'). City and Subrecipient are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of funds from the United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to Title I of the Housing and Community Development Act of 974 (41 U.S.C. 5301-5320) as amended (hereinafter "ACT"). The City received a special allocation of Community Development Block Grant (CDBG) funds to be used to prevent, prepare for and respond to the coronavirus (COVID-19) (hereinafter CDBG- CV). This allocation was authorized by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Public Law 116-136, signed on March 27, 2020, which included a one- time supplemental appropriation to the CDBG program to address the economic impacts of COVID-19. CDBG-CV funds must be used to prevent, prepare for, and respond to the COVID-19 pandemic. The City has approved the funds to be used to fund a Health Services Program in the amount of $60,000. Subrecipient is to perform all services set forth in the Schedule of Services, attached hereto as Exhibit A and incorporated herein by reference. The funding for said services will come exclusively from the supplemental CDBG-CV Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 2 of 18 allocation. 2.2 Subrecipient. Subrecipient desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Subrecipient represents that it is experienced in providing a Health Services Program to public clients, is licensed in the State of California and is familiar with the plans of City. 2.3 Project. City desires to engage Subrecipient to render Health Services Program ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Subrecipient promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply Health Services Program necessary for the City, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state andfederal laws, rules and regulations. 3.1.2 National Objectives. All activities funded with CDBG-CV funds must meet one of the CDBG program's National Objectives: benefit low- and moderate -income persons; aid in the prevention elimination of slums or blight; or meet community development needs having a particular urgency as defined in 24 CFR 570.208. The Subrecipient certifies that the activities carried out under this Agreement will meet one or more of the sited National Objections. 3.1.3 Term. The term of this Agreement shall be for a one-year time period from September 13th, 2022 to June 30, 2023 at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Subreceipient shall complete the Services within the term of the Agreement and shall meet any other established schedules and deadlines. 3.1.4 Suspension and Termination. According to 24 CFR 85.43 suspension or termination may occur if the Subrecipient materially fails to comply with any term of this Agreement. This Agreement may also be terminated for the City's convenience, consistent with 24 CFR 85.44. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 3 of 18 3.2 Responsibilities of Subrecipient. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Subrecipient or under its supervision. Subrecipient will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Subrecipient on an independent contractor basis and not as an employee. Subrecipient retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Subrecipient shall also not be employees of City and shall at all times be under Subrecipient's exclusive direction and control. Subrecipient shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of Services under this Agreement and asrequired by law. Subrecipient shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Subrecipient shall perform the Services expeditiously, within the term of this Agreement. Subrecipient represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Subrecipient's conformance with the Schedule, City shall respond to Subrecipient's submittals in a timely manner. Upon request of City, Subrecipient shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Subrecipient shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Subrecipient has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Subrecipient may substituteother personnel of at least equal competence upon written approval of City. In the event that City and Subrecipient cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Subrecipient at the request of the City. The key personnel for performance of this Agreement is as follows: Wendy Tran, Program Director. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Subrecipient shall not accept direction or orders from any person other than the City's Representative or his or her Catalog of Federal Domeslic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 4 of 18 designee. 3.2.6 Subrecipient's Representative. Subrecipient designate to act as its representative for the performance of this Agreement ("Subrecipient's Representative"). Subrecipient's Representative shall have full authority to represent and act on behalf of the Subrecipient for all purposes under this Agreement. The Subrecipient's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Subrecipient agrees to work closely with City staff in the performance of Services and shall be available to City's staff, and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Subrecipient shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Subrecipient represents and maintains that it is skilled in the professional calling necessary to perform the Services. Subrecipient warrants that all employees and subcontractors shall have sufficient skill and experienceto perform the Services assigned to them. Finally, Subrecipient represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals ofwhatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Subrecipient shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Subrecipient's failure to comply with the standard of care provided forherein. 3.2.9 Laws and Regulations. Subrecipient shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Subrecipient shall be liable for all violations of such laws and regulations in connection with Services. If the Subrecipient performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Subrecipient shall be solely responsible for all costs arising therefrom. Subrecipient shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Subrecipient shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 5 of 18 3.2.11 Safety: Subrecipient shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Subrecipient shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gangplanks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.12 Retention of Records and Reports: Subrecipient shall maintain the following records and reports to assist the City in maintaining its record-keeping requirements: 101PAPAIIII10 on (A) Documentation of the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG-CV funds received by City. (C) Documentation of expenses as identified in the Bid. Subrecipient must establish and maintain, on a current basis, an adequate accounting system in accordance with generally accepted accounting principles and standards and OMB Circular A-122. All expenditures must be documented by receipts, invoices, canceled checks, inventory records, or other appropriate documents for non - personnel cost, and time records for personnel costs, which completely discloses the amount and nature of the expenditures. (D) Any such other related records as City shall require. 3.2.12.2 Reports. (A) Payment Request. (B) Quarterly Performance Report. Subrecipient shall submit to the City every three (3) months, quarterly reports, which shall be a statement describing the steps and approaches taken to meet the specified goals. This report shall include a project activity statement and shall include any program income, any joint funding, and nonexpendable and expendable personal property purchased or leased with CDBG-CV funds. These reports must trace the CDBG-CV funds award to a level of expenditure adequate to establish that such funds have not been used in violation of the restrictions and prohibitions of applicable law. (C) Final Evaluation Report. Subrecipient shall annually make available for inspection its performance, financial and all other records pertaining to performance of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and monitor its facilities and program operations, including Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 6 of 18 the interview of Operation Agency staff and program participants as required by the City. The Subrecipient agrees to submit all data that are necessary to complete the Annual Performance Report in accordance with HUD requirements and no later than fifteen (15) days prior to the expiration of this Agreement. (D) Any such other reports as the City shall require. 3.2.13 Program Income. Subrecipient shall comply with the program income requirements set for in 24 CFR 570.504(c). At the end of the Agreement expiration/termination, Subrecipient shall remit all and any program income balances (including investments thereof) held by Subrecipient (except those needed for immediate cash needs, cash balances or a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for section 108 security needs) as required §570.503 (b)(8). 3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Subrecipient shall transfer to the City any CDBG-CV funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG-CV funds, including any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG-CV funds (including CDBG-CV funds provided to the Subrecipient in the form of a loan) in excess of $60,000 is either: (i) Used to meet one of the national objectives in 24 CFR 570.208 until five years after the expiration of the Agreement, or for such longer period of time as determined to appropriate by City; or (ii) Not used in accordance with paragraph (b)(7)(i) of 24 CFR 570.503, in which event the Subrecipient shall pay to the City an amount equal to the current market value of the property less any portion of the value attributable to expenditures of non-CDBG-CV funds for the acquisition of, or improvement to, the property. The payment is program income to the City (No payment is required after period of time specified in §570.503(b)(7)(i)). 3.2.15 Uniform Administrative Requirements. Subrecipient shall comply with applicable uniform administrative requirements as described in 24 CFR 84 as modified by 24 CFR 570.502(b), OMB Circular A-122 Cost Principals for Non -Profit Organizations, and OMB Circular A-133 Audits of States, Local Governments and Non - Profit Organizations. 3.2.16 Compliance with Applicable Laws. Subrecipient agrees to comply fully with all applicable federal, State and local laws, ordinances, regulations, and permits, including but not limited to federal CDBG financial and contractual procedures, and OMB CircularA-110 with Attachments A, B, C, F. H, N, and 0, as setforth in 24 CFR 570.502(b). Said federal documents are on file at the City, and are incorporated herein by reference. Subrecipient shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. Subrecipient shall ensure that the requirements of the California Environmental Quality Act are met for any permits or other entitlements required to carry out the terms of this Agreement. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) I Entitlement Grants Wealth By Health (WBH) Page 7 of 18 3.2.17 Political Activities. Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities as defined in 24 CFR 570.207(a)(3), lobbying, political patronage, and nepotism activities. 3.2.18 Affirmative Action Policy. 3.2.18.1 Provisions of Program Services (A) Subrecipient shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with CDBG-CV funds. (B) Subrecipient shall not under any program or activity funded in whole or in part with CDBG-CV funds, on the ground of race, color, national origin, or sex: 1. Deny any facilities, services, financial aid or other benefits provided by the program or activity. 2. Provide any facilities, services, financial aid or other benefits which are different or are provided in a different form from that provided to other under the program or activity. 3. Subject to segregated or separate treatment in any facility in, or in any matter or process related to receipt of any service or benefit under the program or activity. 4. Restrict in any way access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity. 5. Treat an individual differently from another in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which the individual must meet, in order to be provided any facilities, services or other benefit provided under the program or activity. 6. Deny an opportunity to participate in a program or activity as an employee. (C) Subrecipient may not utilize criteria or methods of administration which have the effective of subjecting individuals to discrimination on the basis of race, color, national origin, or sex, or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular race, color, national origin, or sex. (D) Subrecipient, in determining the site or location of housing or facilities provided in whole or in part with CDBG-CV funds, may not make selections of such site or location which have the effect of excluding individuals from, denying from the benefits of, or subjecting them to discrimination on the ground of race, color, national origin, or sex, or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the Civil Rights Act of 1964 and amendment thereto. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CD8G) / Entitlement Grants Wealth By Health (WBH) Page 8 of 18 (E) In administrating a program or activity funded in whole or in part with CDBG-CV funds regarding which the Subrecipient has previously discriminated against persons on the grounds of race, color, national origin or sex, the Subrecipient must take affirmative action to overcome the effects or prior discrimination. Even in the absence of such prior discrimination, Subrecipient in administrating a program or activity funded in whole or in part with CDBG-CV funds should take affirmative action to overcome the effects of conditions which would otherwise result in limiting participation by persons of a particular race, color, national origin or sex. Where previous discriminatory or usage tends on the ground of race, color national origin or sex to exclude individuals from participation in, to deny them the benefits of, or to subject them to discrimination under any program or activity to which CDBG-CV funding applies, Subrecipient has an obligation to take reasonable action to remove or overcome the consequences or the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. Subrecipient shall not be prohibited by this part from taking any eligible action to ameliorate an imbalance in service or facilities providedto any geographic area of specific group of persons within its jurisdiction where the purpose of such action is to overcome prior discriminatory practice or usage. (F) Notwithstanding anything to the contrary in Section 3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Subrecipient from maintaining construction separate living facilities or rest room facilities for different sexes. Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial services can properly be performed by a member of the same sex as the recipients of the services. 3.2.18.2 Employment Discrimination (A) Subrecipient shall not discriminate against any employee or application for employment because of race, color, religion, sex, national origin, age, familial status or handicap. Subrecipient shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, age, familial status or handicap. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. Subrecipient agrees to post in a conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause. (B) Subrecipient shall, in all solicitations or advertisements for employees placed by or on behalf of Subrecipient, that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) Subrecipient shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by City's contracting officers advising the labor union or workers' representative of Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in a conspicuous place available to employees and applicants for employment. (D) Subrecipient shall comply with all provisions of Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Tille: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 9 of 18 Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) Subrecipient shall furnish to the city all information and reports required by Executive Order 11246 of September 24, 1965. And by the related rules, regulation, and orders. (F) In the event of Subrecipient's failure to comply with any rules, regulations, or order required to be complied with pursuant to this Agreement, City may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (G) Subrecipient shall include the provisions of Section 3.2.18.2(A) -(F) in every sub -contract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub -contractor rider as the City may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event Subrecipient becomes involved in, or is threatened with, litigation with a sub -contractor or vendor as a result of such direction by the City, Subrecipient may request the United States to enter into such litigation to protect the interest of the United States. (H) Subrecipient shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 et seq.) or with respect to any otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). ( I ) Subrecipient shall also provide ready access to and use of all CDBG-CV fund -assisted buildings to physically handicapped persons in compliance with the standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et seq.) and with the requirements of the Americans with Disabilities Act (ADA). 3.2.18.3 Remedies. In the event of the Subrecipient's failureto comply with any rules, regulations, or orders required to be complied with pursuant to the Agreement, city may cancel, terminate, or suspend in whole or in part its performance and Subrecipient may be declared ineligible for further government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 3.2.19 Ineligibility of Subrecipient. Subrecipient shall not use CDBG-CV funds directly or indirectly in its operations or to comply, award contracts to, or otherwise engage the services of, or fund any contractor during any period of debarment, suspension, or placement in ineligibility status of any contractor under the provisions of 24 CFR Part 24. 3.2.20 Assignability. Subrecipient shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) I Entitlement Grants Wealth By Health (WBH) Page 10 of 18 consent of the City; provided, however, that claims for money are to become due to Subrecipient from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer shall be promptly furnished to City. 3.2.21 Conditions for Religious Organization. Subrecipient shall comply with all applicable conditions prescribed by HUD under 24 CFR 570.2000) and 24 CFR 5.109 for the use of CDBG-CV funds by religious organization if Subrecipient is a religious organization. 3.2.22 Licensing. Subrecipient agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. Subrecipient shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing contractors funded hereunder. 3.2.23 Conflict of interest & Procurement Standards and Methods. In the procurement of supplies, equipment, construction, and services by contract, the conflict of interest provisions in Attachment O of OMB Circular A-110, and provisions of 24 CFR 84.82; 24 CFR 570.502 and 570.611 shall apply. 3.2.24 Other Program Requirements. Subrecipient shall carry out contract activities in compliance with all Federal laws and regulations described in Subpart K of 24 CFR 570, except the following: (i) Subrecipient does not assume the City's environmental responsibilities; and (ii) Subrecipient does not assume City's responsibility for initiating the review process under the provision of 24 CFR Part 52. 3.3 Fees and Payments. 3.3.1 Compensation. Subrecipient shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed $60,000.00. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Subrecipient shall submit to a quarterly itemized statement which indicates work completed and Services rendered by Subrecipient. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Subrecipient shall not be reimbursed Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 11 of 18 for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Subrecipient perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Subrecipient shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Subrecipient is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Codeof Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Subrecipient agrees to fully comply with such Prevailing Wage Laws. City shall provide Subrecipient with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Subrecipient shall make copies of the prevailing rates of per diem wages for each craft; classification or typeof worker needed to execute the Services available to interested parties upon request, and shall post copies at the Subrecipient's principal place of business and at the project site. Subrecipient shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Subrecipient shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Subrecipient shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Subrecipient shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Subrecipient, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Subrecipient of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Subrecipient shall be compensated only for those services which havebeen adequately rendered to City, and Subrecipient shall be entitled to no further compensation. Subrecipient may not terminate this Agreement except for cause. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 12 of 18 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Subrecipient to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Subrecipient in connection with the performance of Services under this Agreement. Subrecipient shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: SUBRECIPIENT: Wealth By Health Foundation 3059 Del Mar Ave Rosemead, CA 91770 Attn: Wendy Tran, Program Director Tel: (626) 802-8440 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Ben Kim, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Subrecipient stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to specific requirements set forth in various Federal regulationsand agreements between the City and U.S. Department of Housing and Urban Development. In particular, this Agreement is subject to requirements contained in 24 CFR Part 570 and Title I of the Housing and Community Development Act of 1974 and its amendments. Subrecipient and City agree to cooperate to the fullest extent possible to ensure compliance with all Federal requirements. Subrecipient further warrants that it will comply Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA iltle: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 13 of 18 with the following requirements: (A) Compliance with Section 3 of the Housing and Urban Development Act of 1968. (B) Requirements relating to equal employment opportunities. (C) Requirements relating to the maintenance of a drug-free workplace. (D)Compliance with Federal Labor Standards. (E) Requirements forbidding interests of certain Federal officials (F) Compliance with the Clean Air Act, as amended, 42 USC 1857 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et.seq., and EPA regulations in 40 CFR Part 40, as amended. (G) Requirements forbidding interests in the Agreement by City and local government officials. (H) Compliance with program income and property management standardsas defined in Federal Office of Management and Budget Circular A-102. (1) Program Income - Transfers of grant funds by the City to the Subrecipient shall be adjusted according to the principles described in 24 CFR 507.504 (b)(2)(i). Any program income on hand when this agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section 3.2.13 of this Agreement and 24 CFR 507.503(b)(8). (J) Compliance with applicable uniform administrative requirements as described in 24 CFR Part 570.502(b). (K) Compliance with all Federal laws and regulations described in 24 CFR Part 570 at Subpart K of these regulations except that: 1. The Subrecipient does not assume the City's environmental responsibilities described at Section 570.604 of 24 CFR Part 570 2. The Subrecipient does not assume the City responsibility for initiating the review process under the provisions of 24 CFR Part 52. (L) Upon expiration of this Agreement the Subrecipient shall transfer to the City any CDBG-CV funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG-CV funds. Any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG-CV funds in excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section 570.208 of 24 CFR Part 570 until five (5) years after the expiration of this agreement; or (2) disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value attributable to expenditures of non-CDBG-CV funds for the acquisition of, or improvement to, the property. (M)Other Federal Acts are applicable to projects funded with CDBG-CV funds. 3.5.4 Ownership of Materials and Confidentiality. 3.5.4.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) I Entitlement Grants Wealth By Health (WBH) Page 14 of 18 but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subrecipient under this Agreement ("Documents & Data"). Subrecipient shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Subrecipient represents and warrants that Subrecipient has the legal right to license any and all Documents & Data. Subrecipient makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Subrecipient or provided to Subrecipient by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.4.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Subrecipient in connection with the performance of this Agreement shall be held confidential by Subrecipient. Such materials shall not, without the prior written consent of City, be used by Subrecipient for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Subrecipient which is otherwise known to Subrecipient or is generally known, or has become known, to the related industry shall be deemed confidential. Subrecipient shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production orother similar medium without the prior written consent of City. 3.5.5 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.6 Attorney's Fees: If either party commences an action against the other patty, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action. 3.5.7 Indemnification: To the fullest extent permitted by law, Subrecipient shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Subrecipient, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Subrecipient shall defend, at Subrecipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 15 of 18 instituted against City, its directors, officials, officers, employees, agents or volunteers. Subrecipient shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Subrecipient shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Subrecipient's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials- officers, employees, agents or volunteers. 3.5.8 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.9 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Subrecipients: City reserves right to employ other Subrecipients in connection with this Project. 3.5.12 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.13 Assignment or Transfer: Subrecipient shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall benull and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Subrecipient include all personnel, employees, agents, and subcontractors of Subrecipient, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Tills: Community Development Block Grant (CDBG) 1 Entitlement Grants Wealth By Health (WBH) Page 16 of 18 both Parties. 3.5.16 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries: There are no intended third -parry beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests: Subrecipient maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Subrecipient, to solicit or secure this Agreement. Further, Subrecipientwarrants that it has not paid nor has it agreed to pay any company or person, other thana bona fide employee working solely for Subrecipient, any fee, commission, percentage, brokerage fee, gift or another consideration contingent upon or resulting from the award or making of this Agreement. Subrecipient further agrees to fie or shall cause its employees of sub -consultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.20 Equal Opportunity Employment: Subrecipient represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Subrecipient shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification: By its signature hereunder, Subrecipient certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22Authority to Enter Agreement: Subrecipient has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grant (CDBG) I Entitlement Grants Wealth By Health (WBH) Page 17 of 18 power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Subrecipient shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grant (CDBG) / Entitlement Grants Wealth By Health (WBH) Page 18 of 18 CITY OF ROSEMEAD By.Oate� Z Ben " Manager Attest: City Clerk: Approved as to Form: e- achel Richman City Attorney SUBRECIPIENT By: JvNn Date Name: Wendy Too Title: %m m Nwox [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] /0-// z z ate /a By: !� Title: Catalog of Federal Domestic Assistance (CFDA) Number. 14.210 CFDA Title: Community Development Block Grant (CDBG) I Entitlement Grant WEALBYH-01 ADMIN 14011104C)II'mCERTIFICATE OF LIABILITY INSURANCE D CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 1 011 312 0 2 3 10/13/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NQM .CT Charity One Insurance Agency, Inc. 680 East Alosta Avenue, Suite 104 PHONE FAX lac, No, En): (626) 815-1550 INC, No):(626) 815-1552 p -MAIL S: info@charityoneinsurance.com Azusa, CA 91702 INSURERS AFFORDING COVERAGE NAICN INSURER A: Nonprofits' Insurance Alliance of California 011846 INSURED INSURER B INSURER C: Wealth By Health Steps For Change Foundation PO Box 27685 Los Angeles, CA 90027 INSURER D : INSURER E: INSURER F: COVERAGES CERTIFICATF NIIMRFR- oF$nclnkl MI mllaco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. II To NSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER IMPOWMEFFPOLICYEXP YyyEACH LIMITS 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE E OCCUR 2023-52324 10115/2023 OCCURRENCE $ 1011512024 DAMAGE TO RENTED 500'000 X $ MED EXP (Anv one nson $ 20,000 PERSONAL B ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1,000,000 POLICY [_] JECPT LOC 1'000'000 PRODUCTS - COMP/OP AGG $ OTHER'. 8 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident)$ ANY AUTO BODILY INJURY Per onion $ OMED SCHEDULED � AUTOS ONLY AUTOOpS BODILY INJURY Per accident $ EE AUTOS ONLY AUTNOS ONLB PPeOF.ER ent AMAGE $ $ UMBRELLA UAB OCCUR EACH OCCURRENCE $ 4 EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTIONS WORKERS COMPENSATION I PEROTH- OR AND EMPLOYERS' LIABILITY YIN STATUTE ANY PROPRIETORIPARTNERIEXECUTIVEE] E. L. EACH ACCIDENT !$ OFFICERrMEMBEER EXCLUDED? In NH) NIA (Mandatory E. L. DISEASE -EA EMPLOYE 8 If yes, desenbe Under DESCRIPTION OF OPERATIONS below E. L. DISEASE -POLICY LIMIT $ I DESCRIPTION OF OPERADONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, my be atlached if more space Is required) Proof of Coverage CERTIFICATE HOLDER r-ANr-FI I ATInM ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Wealth B Health Steps For Change Foundation Y P 9 PO Box 27685 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Los Angeles, CA AUTHORIZED REPRESENTATIVE co'c� ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD