CDBG-CV Funding Exhibit

CDBG-CV FUNDING EXHIBIT

Parties

Recitals

WHEREAS, Grantee has been allocated funds under the Community Development Block Grant Coronavirus response program (CDBG-CV) to prevent, prepare for, and respond to the public health emergency caused by the coronavirus; and

WHEREAS, Contractor has expertise and capacity to provide the services and deliverables described in this Exhibit and has represented that Contractor will perform such services in compliance with applicable program rules and funding limitations; and

WHEREAS, the parties desire to set forth the funding, scope, payment terms, compliance obligations and administrative requirements associated with the CDBG-CV funds to be provided by Grantee to Contractor.

Scope of Work

Funding Details and Budget

Total CDBG-CV Allocation to Contractor: $ . Funds are restricted to eligible activities and costs described herein and must be expended in accordance with applicable program and procurement requirements.

Any reallocation of budgeted amounts among line items that exceeds a cumulative threshold of % requires prior written approval from Grantee.

Payment Terms

Payment method: Payments will be made to Contractor upon submission and approval of invoices and required deliverables as described in this Exhibit. Invoices must reference this Exhibit and provide sufficient backup to substantiate charges.

Late Payment: If Grantee fails to make a scheduled payment within days after approval of a properly submitted invoice, a late fee of % per month may be assessed, not to exceed amounts permitted by applicable law.

Contractor shall submit invoices and required supporting documentation for each draw or payment request.

Term and Termination

This Exhibit becomes effective on and shall terminate on unless earlier terminated as provided herein.

Either party may terminate this Exhibit for convenience upon days' prior written notice to the other party. Grantee may terminate immediately for cause upon written notice for Contractor's material breach, fraud, failure to comply with applicable program requirements, or misuse of funds.

Confidentiality

Contractor and Grantee shall maintain as confidential all non-public information disclosed in connection with this Exhibit and shall not disclose such information except as required by law or with prior written consent. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without obligation of confidence; or (c) is independently developed by the receiving party without use of the disclosing party's confidential information.

The obligation of confidentiality shall survive termination of this Exhibit for years, except with respect to records that must be retained longer under applicable federal, state, or local law.

Reporting, Records and Compliance

Contractor shall submit progress reports and financial reports in the form and frequency required by Grantee. Reports shall include documentation of activities, beneficiaries served, and expenditures charged to CDBG-CV funds.

Contractor shall retain all records related to the use of CDBG-CV funds and make them available for inspection and audit by Grantee and authorized monitors for a period of years from final payment or longer if required by applicable law.

Contractor warrants that it will comply with all applicable civil rights, procurement, labor standards, and program eligibility requirements applicable to CDBG-CV funds, and will cooperate with any monitoring or audit activities related to this Exhibit.

Contractor certifies that procurements funded under this Exhibit will comply with applicable procurement standards.

Indemnification

Contractor shall indemnify, defend, and hold harmless Grantee, its officers, agents and employees from and against any claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or resulting from Contractor's performance under this Exhibit, except to the extent caused by Grantee's sole negligence or willful misconduct.

Governing Law; Remedies

This Exhibit shall be governed by and construed in accordance with the laws of the state in which Grantee is located, without regard to conflict of law principles. Remedies available under this Exhibit are cumulative and in addition to any other remedies available at law or in equity.

Entire Agreement

This Exhibit, together with the underlying agreement to which it is attached and any referenced schedules or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any modification to this Exhibit must be made in writing and executed by authorized representatives of both parties.

Sign Now