HomeMy WebLinkAboutCatholic Charities; 2020-07-17;DocuSign Envelope ID: E3093677-1823-4826-AC83-A10D94BBE27B
AGREEMENT BETWEEN THE CITY OF CARLSBAD AND
CATHOLIC CHARITillS FOR
FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS
..., T I IS AGREEMENT ("Agreement") made and entered into as of this \7 4-IA day of
--+-+"""..>...=..->t---20 ~ by and between the CITY OF CARLSBAD ("City") -and
CAT OLI CHARITIES, a California non-profit corporation ("Subrecipient").
RECITALS
WHEREAS, the City has applied for and received funds from the United States
Government under T itle I of the I-lousing and Community Development Act of 1974, Public Law
93-383 as amended to fund eligible activities which benefit persons of low and moderate income
under Catalog of Federal Domestic Assistance number 14.218; and,
WHEREAS, the City wishes to provide assistance to non-profit public service providers
who offer services for lower income Carlsbad residents; and,
WHEREAS, the Subrecipient can provide these basic services for lower mcome
households with some assistance from the City; and,
WHEREAS, the City has determined that the services offered by Catholic Charities are
exempt from environmental review under 24 CFR Section 58.34(a)(4); and,
WHEREAS, the U.S. Department of Housing and Urban Development has approved the
City's Annual Consolidated Plan for Community Development Block Grant funds (hereinafter
referred to as the "Annual Consolidated Plan").
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Subrecipient agree as follows:
1. STATEMENT OF WORK
The City has allocated federal community development block grant ("CDBG") funds, in the
amount of fifty eight thousand dollars ($58,000) to the Subrecipient for Phase J of the La Posada
Homeless Shelter Facility at their offices located at 24 78 Impala Drive Carlsbad, CA for the
period beginning July 1, 2020 and ending June 30, 2021. The Subrecipient agrees to use all
federal funds provided by the City to the Subrecipient pw-suant to the provisions of this
Agreement, the Scope of Work, attached hereto as Exhibit "A", and in accordance with the terms
of the Annual Consolidated Plan.
Every effort shall be made by the Subrecipient to expend the allocated funds in their entirety by
June 30, 2021. If the Subrecipient will be unable to expend all of the funds allocated to the
project by the noted date, the Subrecipient shall request an extension from the City for continued
use of the funds on the approved project based on progress made by the Subrecipient towards
completing the subject project. The City may agree to grant the extension or notify the
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Subrecipient that, in its sole discretion, the funds must be reallocated to another eligible activity
due to slow project progress.
2. DISBURSEMENT OF FUNDS
The City shall reimburse the Subrecipient with CDBG funds for necessary and reasonable
costs related to the provision of services for eligible residents of Carlsbad for the term of this
Agreement. The reimbursements for costs shall not exceed a total of $58,000. However, no
more than 90 percent of the total agreed upon compensation will be paid during the performance
of this Agreement. The balance due (remaining l 0 percent) shall be paid upon final certification
by the City that Subrecipient has administered the services and activities in compliance with all
applicable Federal, state, and local rules and regulations governing these funds, and in a manner
satisfactory to the City.
Payment for eligible expenses shall be made in accordance with budget information provided in
Exhibit "B" and in accordance with performance. Subrecipient represents that the budget
includes only allowable costs and an accurate analysis of costs applicable to the CDBG funds
pursuant to 24 CFR Section 570.502.
Subrecipient shall submit a "Request for Reimbursement" to the City for compensation of
eligible and actual expenses incurred. The City shall not provide any payments/reimbursements
in advance of actual expenditures by the Subrecipient. Subrecipient may request reimbursements
anytime after this Agreement is approved by the City Council and continue until the expiration
date, or amended expiration date, of this Agreement.
Each request for reimbursement shal I include documentation to verify expenditure of funds are
consistent with this Agreement, the Statement of Work, the Annual Consolidated Plan, and with
all applicable Federal, state, and local rules and regulations governing these funds. Payroll
records, receipts, paid invoices including an itemized statement of all costs are samples of
appropriate methods of reimbursement documentation.
3. PROGRAM INCOME
The Subrecipient shall repott, to the City, aoy interest, or other income, earned as a direct result
of the use of federal CDBG funds for the program outlined within this Agreement. All reported
program income may be retained by the Subrecipient for costs related to the subject program
activities. However, the program income, retained by the Subrecipient, must be expended before
additional funds are requested from the City. The requirements are set fo1th in 24 CFR Section
570.504 which is incorporated herein by reference.
4. LABOR, MATERIALS AND SUPPLIES:
The Subrecipient shall furnish all labor, materials and services and bear all expenses necessary to
provide the subject program as outlined in this agreement. Under this Agreement, the City's only
financial obligation to the Subrecipient is to provide the CDBG funds of $58,000 maximum as
allocated by the City Council for program year 2019-2020.
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5. RECORDS AND REPORTS
The Subrecipient shall maintain all records required by the Federal regulations specified in 24
CFR Section 570.506 that are pertinent to the activities to be funded under this Agreement. Such
records shall include but not be limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating each activity undertaken meets one of the National Objectives
of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records demonstrating compliance with 24 CFR Section 570.505 regarding change
of use of real property acquired or improved with CDBG assistance;
e. Records demonstrating compliance with the requirements in 24 CFR Section 570.606
regarding acquisition, displacement, relocation, and replacement housing;
f. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG program;
g. Documentation of all CDBG funds received from the City, eligible expenses incurred
fo r administration of each activity, and other financial records as required by 24 CFR
Section 570.502, and 0MB (the United States Office of Management and Budget)
Circular A-11 O; and,
h. Any other related records as the City shall require to demonstrate compliance with
applicable Federal, state, and local rules and regulations governing these funds.
The Subrecipient shall submit quarterly "Progress Reports" within ten (J 0) calendar days of the
end of each quarter for the full term of this Agreement. The final progress report is due no later
than July I 0, 2021. The report must include sufficient information to assist the City in
monitoring the Subrecipient's performance. The Subrecipient must demonstrate satisfactory
performance prior to reimbursement for expenditures.
At a minimum, the pe1formance reports shall include the following information:
a. Total number of persons/households participating in the program during reported
period;
b. Total number of participants from Carlsbad;
c. Number of low/moderate income Carlsbad persons/households participating in the
program during the reporting period;
d. Age and ethnic background of Carlsbad patticipants; and,
e. Summary of program(s) provided to Carlsbad participants.
f. Quarterly repo1ts must be submitted by the following: October 10, January i 0,
April 10,andJuly 10.
The Subrecipient shall maintain client data demonstrating client eligibility for services provided.
Such data shall include at the minimum client name, address, ethnicity, income level or other
basis for determining eligibility, and a description of the service provided. This data shall assist
the Subrecipient in completing the required quarterly progress reports to be submitted to the
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City.
The Subrecipient shall maintain separate accounting records for the federal CDBG funds
provided by the City. The City, Federal Grantor Agency, Comptroller General of the United
States, or any of their duly-authorized representatives shall have access to all books, documents,
papers and records maintained by the Subrecipient which directly pertain to the above project for
the purpose of audit, examination, excerpts and transcriptions.
Unless otherwise notified by the City, the Subrecipient shall retain all financial records,
supporting documents and statistical reports related to the project identified under this
Agreement for a period of five (5) years after the termination of all activities funded under this
Agreement. All records subject to litigation, claims, audit findings, negotiations, or other actions
must be retained for five (5) years from the date such action commenced or until completion of
the action and resolution of all issues by the appropriate officials and verified by official written
notice to the Subrecipient, whichever occurs later.
If the Subrecipient shall receive more than $750,000 in total federal funds in one fiscal year
from the City of Carlsbad and/or any other city or agency, the Subrecipient is required to submit
a Single Audit Report. As required by the Federal Single Audit Act, the Subrecipient shall be
required to submit, to the City, a comprehensive financial audit prepared by an independent,
neutral third-party auditor. The audit shall cover financial operations of the Subrecipient for the
term of this Agreement and is due not later than one year after expiration of the agreement. The
Subrecipient shall also be required to submit a second audit for the following period covered
under the fiscal year beginning July 1, 2020 and ending June 30, 2021 for any funds received in
fiscal year 2020-2021 per this Agreement.
6. PROGRAM REQUIREMENTS
The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal
Regulations, Part 570 (the Housing and Urban Development regulations concerning Community
Development Block Grants). The Subrecipient also agrees to adhere to the terms of the City's
CDBG Application and Subrecipient Agreement on file at the Housing and Redevelopment
Department and with assurances and agreements made, by the City to the United States
Department of Housing and Urban Development of which the Subrecipient is given notice.
The Subrecipient shall comply with applicable Uniform Administrative Requirements as
described in 24 CFR Section 570.502, the federal regulations for the CDBG Program; the federal
requirements are set fo1th, and incorporated by reference herein, as a provision of this
Agreement.
The Subrecipient shall carry out all activities in compliance with all Federal laws and regulations
as described in Subpa1t K of the CDBG Program Regulations, such as affirmatively furthering
fair housing, labor standards (Davis Bacon Act), displacement, relocation and acquisition, and
employment and contracting opportunities, except that:
a. The Subrecipient will not assume the City's environmental responsibilities as
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described in 24 CPR Section 570.604; and
b. The Subrecipient will not assume the City's responsibility for initiating the review
process required under the provisions of 24 CPR Section 52.
The provisions of Subpatt K, of the CDBG Program Regulations, incorporated herein by
reference, are a condition of this Agreement.
The Subrecipient shall comply with all federal regulations related to the use of CDBG funds by
religious organizations, if applicable to this Agreement and the approved project outlined herein.
7. CHANGES IN USE OF FUNDS
Changes in the use of CDBG funds must be approved by the City Council and the U.S.
Department of HUD. If the Subrecipient desires a change in the use of the CDBG funds
following approval of this Agreement, a written request must be submitted to the City for review
by the City Council. No change in use of the CDBG funds will be permitted without prior
written approval of the City Counci I.
8. NONDISCRIMINATION CLAUSE
The Subrecipient shall comply with all state and federal laws regarding nondiscrimination in the
provision of services and the equal oppo1tunity employment of personnel.
9. SUSPENSION AND TERMINATION OF AGREEMENT
In accordance with 24 CFR Sections 85.43 and 85.44, this Agreement may be suspended or
terminated if the Subrecipient fails to comply with any term(s) of the award. 24 CFR Sections
85.43 and 85.44 are incorporated herein by reference, as provisions of this Agreement.
10. REVERSION OF ASSETS
Upon expiration of the Agreement, the Subrecipient shall transfer to the City any CDBG funds
on hand at the time of expiration and any accounts receivable attributable to the use of CDBG
funds. The Subrecipient shall be required to use any real property under the Subrecipient's
control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000
to either be:
a) Used to meet one of the national objectives in 24 CPR Section 570.208 of the
federal regulations until five (5) years after expiration of the Agreement; or,
b) Disposed of in a manner that results in the City being reimbursed in the amount of
the current fair market value of the prope1ty less any portion of the value
attributable to expenditures of non-CDBG funds for acquisition, or improvement
to, the property. Reimbursement is not required after the period of time specified
in paragraph (a) of this section.
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11. HOLD HARMLESS AGREEMENT
The City, its officers, and employees shall not be liable for any claims, liabilities, penalties,
fines, or any damage to goods, or real or personal property of any person whatsoever, nor for
personal injuries or death caused by, or claimed to have been caused by, or resulting from, any
intentional or negligent acts, errors or omission of Subrecipient or Subrecipient's agents,
employees, or representatives arising directly or indirectly out of performance of the project
outlined in this Agreement.
Subrecipient agrees to defend, indemnify, and hold free and harmless the City, its officers,
employees and agents against any of the foregoing liabilities or claims of any kind and any cost
or expenses incurred by the City including attorneys' fees, on account of any of the foregoing
liabilities, including liabilities or claims arising out of alleged defects in any plans or
specifications for the project or facility.
12. ASSIGNMENT OF AGREEMENT
The Subrecipient shall not assign this Agreement or any monies due thereunder without the prior
written consent of the City Council.
13. SUCCESSORS OR ASSIGNS
Subject to the provisions of this Subrecipient Agreement Paragraph 11, "Hold Harmless
Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the
parties hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
14. INSURANCE
If the Subrecipient shall receive more than $5,000 from the City in CDBG funds and/or other
funds, the Subrecipient shall obtain and maintain policies of Commercial General Liability
insurance and a combined policy of worker's compensation and employers liability insurance in
an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower
amount is approved by the Risk Manager or the City Manager. The insurance will be obtained
from an insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII" or have
a surplus line insurer which is on the State of California's List of Eligible Surplus Line Insurers
with a current Best's Key Rating of not less than "A:X". The City shall be named as an
additional insured on the Commercial General Liability Policy which shall provide primary
coverage to the City.
This insurance shall be in force during the term of this Agreement and shall not be canceled or
materially changed without ten (I 0) days prior written notice to the City sent by certified mail.
The Subrecipient shall furnish certificates of insurance and required endorsements to the
Housing and Neighborhood Services Director before commencement of work.
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SUBRECIPIENT:
Catholic Charities
By: >fppa}ka ... ;-Jo .... Pv .... o~
Appaswamy Pajanor
Chief Executive Officer
Dated: 7/6/2020
By: Jbb, p(ti{fi,r
John Pfeiffer
Chief Financial Officer
Dated: 7/7/2020
CITY OF CARLSBAD:
By: ________ _
Scott Chadwick
City Manager
7/17/2020 Dated: _________ _
BARBARA ENGLESON
City Clerk
D d 7/17/2020 ate :, _________ _
(Proper notarial acknowledgment of execution by Subrecipient must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant
treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified
by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to
bind the corporation.)
APPROVED AS TO FORM:
Celia A. Brewer, City Attorney
By: ___________ _
Ron Kemp, Assistant City Attorney
7/16/2020 Dated: __________ _
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EXHIBIT "A"
CITY OF CARLSBAD
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
Contract Term:
Subrecipient Name:
Address:
SCOPE OF WORK
July 1, 2020 to June 30, 2021
Catholic Charities
2478 Impala Drive, Carlsbad, CA 92010
Project Description: Phase I Expansion of La Posada de Guadalupe Homeless Shelter Facility
Project Goals & Objectives: (Please Attach Additional Sheets As Necessmy.)
I. CDBG funds will be used to fund the following activities in compliance with the project
description outlined and in conformance with the Federal regulations for the CDBG program:
(Please specify if CDBG funds will be used to fimd costs associated with staffing, rents,
utilities, supplies, etc.)
Funds will be used to cover the design and engineering services for the expansion of the
existing office, dormitories, shower facilities, kitchen and dinning facilities as required to
accommodate additional residents at the facility.
2. Project objectives to be accomplished during the contract period: (Please describe the
!.pecific services or activities to be provided to low/moderate income Carlsbad res;dents with
the CDBG funds awarded. If applicable, please provide a target objective for the number of
persons/households to bene.fitj,·om the Subrecipient's services/project.)
Approximately 68 (residents) adult males are being assisted at the La Posada facility with
CDBG funds. The expansion will assist additional residents to the shelter that will provide
much needed shelter, food, and case management.
3. Project objectives performance measures:
a. Provide qua1terly performance repo1ts to the City of Carlsbad, Housing and
Neighborhood Services Depattment on the CDBG Quarterly Performance Repott form as
provided.
b. Maintain records, invoices, and relevant statistics supporti ng the quarterly repo1ts.
c. Provide a final performance repo1t, including an evaluation report of the program's
success in meeting established goals, to the City of Carlsbad Housing and Neighborhood
Services Department within 10 days of termination of the contract date on the CDBG
Annual Performance Report form as provided.
d. Provide notification to the City of any audits or investigations including results, findings,
and/or liens.
CA 8/13/2012
DocuSign Envelope ID: E3093677-1823-4826-AC83-A10D94BBE27B
EXHIBIT "B"
CITY OF CARLSBAD
COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
BUDGET
Contract Term: July 1, 2020 to June 30, 2021
Subrecipient Name: Catholic Charities
Address: 2478 Impala Drive Carlsbad, CA 92010
Project Description: La Posada de Guadalupe Homeless Shelter Facility Expansion Phase I
Cost Breakdown:
Architectural Design and Engineering
Architectural Conceptual Design Phase $7,200
Architectural Schematic/ Entitlement Phase $9,600
Archi tectural Contract Document Phase $14,400
Architectural Contract Administration Phase $7,200
Sub-Total $38,400
Mechanical, Electrical and Plumbing Design $19,600
Total $58,000
CA 8/13/2012
DocuSign Envelope ID: E3093677-1 B23-4826-AC83-A10094BBE278
Certificate of Coverage . Date: 7/IS,'2020
Ccnmc.11< Baidu Ibis Ce-riific:ate is issued ,as a m:atter ofillformalio11 onl1· :and The RDlllllll Catholic Bishop of San Diego, collfen 110 ri;llls upon the holder of this cutifka_te._ This certiJi.<11fe A Cotpomcion Sole does not am.end, mend or alter the conrage .afforded bel.ow. Pasioml Cti!l.lH
P.O. Box 85728 Colllpta)" Affonlill: ConrJ~
San Diego, CA 92186 THE CATHOU C l\.CUIUAL REI..IEf"
SOCIETY OF .UfERICA
Cc,nr.dLoc,-10843 OLD Mll.L RD
C:uholic Clmitii!s Oi\fAHA, NE 68154
P.O. Box 121831
San Di~o, CA 92112-1831
c·.,,...,.,,.
Ibis is to cutify that the conrai:.es lis.ted bflow flan betn bsued to the ctrtifiute holder ~td abon for the certifkate
iJtdicaffd, uotwifhdlllllling auy requiremml, term or collllilian of my conlrad or other documtnt with respKt to whicb this
nrtificate may be issued or may pertain, the coverai:t afforded deuribed herun is subj eel to all I.be terms, adusions md
conditions of sucb conrage. Limits shown may hue hffD reduced by paid chims.
Yyp, arCc<,u:• C..-tifiu tt ISaml>tr C·.onn~~ Ce>nH1)~ir~liw limit:
Proprrcy 858S 7/IJ2020 71JJ202I
Rul It Ptt.uul Pro.l'fflT
D. a.. .. 11 Lw,ili,y 1:•u 0c .. rn11<:6 12:,000000
0..rrll~••• 2,000,000 I!) e>«.n-uce
8585 111n:020 7il/2021
Protbiru.C-,.'OP Au
DI Chim: u.,. P<r.oul-' •°"'" b jllfY
Firo o.,,..i:;• (.by oa.~ fitt)
ll<d E>:p (A.a; oup,r.oll)
r.u ... Lisbili'lf !oda Ocmmmce
AuauAanz.10
00... l!.atll Oc:tunllte
Ct>iimJ.114,
.UIIUIA.ur-z•tt
Liml.ti'Cal'HS,
O.u:ripliu J Opontioo.:.'Lo<.,liill/\'•lid.tsl'Sp«ul lctmS (tlio lallawia: ~DptnNlt> uy owr lutp.e:t ia 1m n4o,.......,., ar tlio Coniliaet;,.
C~~~'i:'°.J;) for claims cfireclly arisil1{ out of die Catholic Ow-iti6 apeemem with ~ Ci!y ofCa.Ilsbad fil~ CDBG funds to
op m te ~ La Po-s:l>ila di! Guadalupe Homeles!" Shel!er, located at 2478 lmpab Drin., Cailsbad, CA 92010, fai Ille pmod of July 1, 2020
tllroui:Ji JIDII! 30, 2"21. Cover3!:<!' doei not l!.'Uelld !w lhe City of Carlsbad's failure to l!WllUin it; p-ropt!itlu oi fM a.ny unsupm'U1!d
activiti~. Tot C'ity ofCllililnd is mmed as addiliollal protecttdpenooi(s). Hcept llS it petains to theLrown ~ 11>:!gligl!,!lce.
H~dttofC.,lifi<,re Cn,cell,uia•
· A uwuD;wu r1u,.,._,.,... l!E:ISODlSJ Shollfd any of the a!Mln described CO'ftngts be cmcelhd
bdon fhe apiraiion date thu-eof, tfte inuing comp:ally will
City of Cwsba,d, ils officers, l!lllployees and '-'ltents udtll\·or to maiJ _3_0 __ days lllitte nolke to tb h olcler of
1200 C.arubad Village Dn\\l! cutific:att named fo fhe left, baf failnre to mllil Sllch D11tice sh2II
Carlwad, CA 9?008 impo,se no oblq:ation or liability of all)' '-ind upon thecomp.any,
ih :11-:gmls or reprenntal:i\•es.
AatliorizNIRlpmt11u.tm {I "/JI 'i /Lr__:_ 4 /"t;,, /,. {,. C--... _A __ 011SS0081SIS4 I / / .
' I
OocuSign Envelope 10: E3093677-1B23-4B26-AC83-A10O94BBE278
ENDORSEMENT
fTO!!EATT~a>TOCERTI"ilCl<TEI
E1fecli~1e Date of Em:lwsell'IEl'lt: 7/11200.0
Cancellaboo Oate of Bldorsanent 6130/2021
Ce"""'-~te Holder. The RolD.'lll C.stbolic Bishop of San Diego., '"-""' . A Cmp<mno.uSole
Localfoo:
POS4o-ml Ceme:r
P.O. Box 85728
S•n rn ...... CA Q?llt6
Catholic Charities
P.O. Box 121831
Snn Diego, CA 92112-1831
Certllicate Ne. ~ ol The Cathcl"icMlltual Relief Scciay of America is amended as ful[aws:
SECTION 11-ADOITIONAL PROTECTEOPIERS0N!S)
fl is IE!Sel'5lood and agreed ilat S,ectioo II-li~-ty (only widl respect io Ccw~ D-Gmera.
LGbili!y), is amended lo inolu!de as an Adtilicinal Protected PefSOfl(s} merr.ber!. of fue ocuanizatioos shclt'l!l
in the schedute, but Ol'ly v;ilt respect lo etei" lialii@y fw the Protected Person(s) ac;iiv,Jies or
adivilies theyperionnon ~ 04 er.e Protec11!d Pel5on(s).
It is further inferslood and agreed I.ha! coverage extended under this endCll'Semenf is limited to and
app"ll!S only with respect tofiatirlfy assumed by ocntract a agreement and liilis ex11msion off
coverage shal not enlarge the scope cl coverage provided under lhis certf5x:ate or increase the rmt
of 13birity thereunder. IJntessod\ewise .;veed by oon1ract or ageement. oove,. em:rrd'edl infer
lhis ~emenl tt> ihe Additional Pro~ed Person(s) wil not precede~ efiedilre dalieof this
certificate af oovaage ardorseme,nt or eJ1elld be)"Olld the cancellalfon cbte.
Schedule -ADDITIONAL PROTECJED PERSON(S)
Ctty o-!C:o.lsbad, iU offiCHS, emptoyHS :mil qmu
1200 Carli.lx!d Village Dm·e
Carlsbad, CA 92008
Re!IBk.s (the fcfiowng !~supersedes any ol:ha-language in Cii1S endol5efllEfll o, lhe Cetmcale in
oonllict wilh Cm language):
Co-..wage extends ociy fur dlllllli clirealyarisu,g om of 1he Catlllilit Clwmll s~e:l110l wuth me City of
Cadsb3d for CDBG funds to opeMe ~ La Pos3da de Guadalupe Homeless S!i.e!ter, loaited stt 247S
Iwpab Drive, Culsb3d, CA 92010, fa. lbe period of July l, 2020 t1mrugh 1111!2 30, 1'021. Co,~~ does
not extend for the City of Carlsood's failme to mainmin its properties oa-for llll)' mm:qii;nlised acti'llilies.
'Ib.e City ofC:ltlsb:id i. ll.ll.lll!ed as :i4iditiol13l pro.~d peISOil(s), exa,pt as ii pE!ltlmlS to ~ir own stm•e
~l,ligmce.
PIC£,-122(!D-11)