SUBRECIPIENT AGREEMENT
                 (Income Qualification and Homebuyer Education)

This County Neighborhood Stabilization Program Subrecipient Agreement (the “Agreement”) is
entered into as of December 6, 2011 (the “Effective Date”), by and between the County of
Monterey, Redevelopment and Housing Office, a political subdivision of the State of California
(the “Grantee”), and the Housing Resource Center of Monterey County, a 501(c)3 certified HUD
counseling agency (the “Subrecipient”).

WHEREAS, the Grantee has applied for and received funds from the State of California,
Department of Housing and Community Development (HCD) State Neighborhood Stabilization
Program (“NSP-1”) originating from the United States Government under the Housing and
Economic Recovery Act of 2008. Furthermore, in connection with the NSP-1 Funds granted to
the Grantee, HCD and the Grantee have entered into a Standard Agreement (the "NSP Standard
Agreement") governing the use of the NSP Funds by the Grantee, attached as EXHIBIT E;

WHEREAS, the Housing Resource Center of Monterey County (HRC) was formed in January of
2009 through the merger of the Monterey County Housing Alliance (MoCHA) and the Housing
Advocacy Council of Monterey County with the purpose of providing a continuum of housing
resources from homeless prevention to homeownership for Monterey County;

WHEREAS, the Subrecipient has been determined to be qualified to provide these services, and;

WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing
$25,000 in NSP funds for income qualification and homebuyer education services;

NOW, THEREFORE, the parties agree as follows:


       A. Activities
          The Subrecipient will be responsible for administering services within the scope of
          the NSP-1 Grant in a manner satisfactory to the Grantee and consistent with any
          standards required as a condition of providing these funds. Such programs will
          include the following activities eligible under the NSP-1:

              1. Individual counseling and education to potential homebuyers interested in
              purchasing a home through NSP 1 to prepare buyers to purchase NSP-1 homes
              through the County’s program. Activities will include:
                  a) Orientation in regard to NSP-1 including dissemination of the terms and
                     conditions imposed through NSP
                  b) Proof of pre-approval for a permanent loan

           c) One-on-one counseling sessions with households to income-qualify them
              including collection of all materials necessary for documentation, review
              and final approval by Monterey County staff.
           d) Provision of eight-hour homeownership education classes in English or
              Spanish (language to be based on community need) to educate potential
              homeowners about the process to become an owner, how to deal with real
              estate professionals, lending products available, ownership
              responsibilities, and how to prepare for ownership as required to
              participate in NSP.

These services are further delineated in EXHIBIT A, Scope of Services.

B. Limited Services
   Subrecipient certifies that the individual counseling activities carried out under this
   Agreement will benefit very low, low, and moderate income persons. HRC will
   verify the household income of all program participants and retain this documentation
   in their files. Verification will include pay stubs, W-2’s, bank statements, social
   security letters, and letters from employers. HRC will also collect data on all
   households assisted with these funds using the template provided as EXHIBIT D.

C. Levels of Accomplishment – Goals and Performance Measures
    The Subrecipient agrees to provide services according to the following milestones:
       A minimum of eight applicants qualified as Buyers during the term of the
       Agreement and, on average, two qualified Buyers approved every two months;
       Expenditure of funds to reflect qualifications.

D. Staffing
   At a minimum, the Subrecipient will provide the following staff for this program:
           Executive Director or Deputy Director (key personnel)
           Lead Counselor (key personnel)
           Housing Counselors (key personnel)
           Program Assistant (clerical support for Counselors)

   Any changes in the Key Personnel assigned or their general responsibilities under this
   project are subject to the prior approval of the Grantee.

E. Performance Monitoring
   The Grantee will monitor the performance of the Subrecipient against goals and
   performance standards as stated above. Substandard performance as determined by
   the Grantee will constitute noncompliance with this Agreement. If action to correct
   such substandard performance is not taken by the Subrecipient within a reasonable
   period of time after being notified by the Grantee, contract suspension or termination
   procedures will be initiated.


        Services of the Subrecipient shall start on the 6th day of December, 2011, and end on the
        31st day of July, 2012.


        A detailed budget is provided as part of EXHIBIT B.

        Any indirect costs charged must be consistent with the conditions of Paragraph VIII
        (C)(2) of this Agreement. In addition, the Grantee may require a more detailed budget
        breakdown than the one contained herein, and the Subrecipient shall provide such
        supplementary budget information in a timely fashion in the form and content prescribed
        by the Grantee. Upon notice and with approval of the Grantee in advance, line items
        within the grant may be adjusted as needed. Any amendments to the budget must be
        approved in writing by both the Grantee and the Subrecipient.


       It is expressly agreed and understood that the total amount to be paid by the Grantee under
       this Agreement shall not exceed $25,000. Payment will be made on a reimbursement basis
       only. Drawdown requests for the payment of eligible expenses shall be made against the
       line item budgets specified in EXHIBIT B and in accordance with performance.
       Drawdown requests must be accompanied by appropriate backup documentation for
       services provided using the template provided in EXHIBIT C.

       Payments may be contingent upon certification of the Subrecipient’s financial management
       system in accordance with the standards specified in 24 CFR 84.21.

       It is understood by the Subrecipient that the source of funding for this Agreement is NSP-1
       Program Income funds which are limited to a percentage of Program Income generated by
       the sale of houses to qualified buyers. It is critical that the Subrecipient generate a
       sufficient number of qualified Buyers so as not to compromise the Grantee’s ability to
       perform under the grant. Therefor, the Grantee reserves the right to terminate this contract
       with 30 days notice if an insufficient number of Buyers per section I.C. are generated to
       allow Grantee to perform under the Grant.


       Any notice, demand or communication under, or in connection with, this Agreement may
       be served upon Subrecipient by personal service, by electronic transmission, by facsimile
       or by mailing the same by certified mail in the United States Post Office, postage prepaid,
       and directed to:

    Grantee:         County of Monterey
                     Attn: Economic Development/Workforce Investment Board Director
                     168 W. Alisal Street, 3rd Floor
                     Salinas, CA 93901
                     Ph: (831) 755-5390
                     Fax: (831) 755-5398

    Subrecipient:    Housing Resource Center (HRC)
                     Attn: Executive Director
                     P.O. Box 1307
                     Salinas, CA 93902
                     Ph: (831) 424-9186
                     Fax: (831) 757-1349

   Notice shall be deemed satisfied within one (1) business day if provided by personal
   service, by electronic transmission or by facsimile. Notice shall be deemed satisfied within
   three (3) business days if provided by certified mail. Either Grantee or Subrecipient may
   change such address by notifying the other party in writing as to such new address as
   Grantee or Subrecipient may desire used and which address shall constitute as the address
   until further written notice.


   Special conditions for this grant were cleared by HCD and Authority to Use Grant Funds
   was issued on February 11, 2010.


    A. General Compliance
       The Subrecipient agrees to comply with the requirements of Title 24 of the Code of
       Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations
       concerning NSP-1 including subpart K of these regulations, except that (1) the
       Subrecipient does not assume the recipient’s environmental responsibilities described
       in 24 CFR 570.604 and (2) the Subrecipient does not assume the recipient’s
       responsibility for initiating the review process under the provisions of 24 CFR Part
       52. The Subrecipient also agrees to comply with all other applicable Federal, state
       and local laws, regulations, and policies governing the funds provided under this
       contract. The Subrecipient further agrees to utilize funds available under this
       Agreement to supplement rather than supplant funds otherwise available.

    B. “Independent Contractor”
       Nothing contained in this Agreement is intended to, or shall be construed in any
       manner, as creating or establishing the relationship of employer/employee between
       the parties. The Subrecipient shall at all times remain an “independent contractor”

   with respect to the services to be performed under this Agreement. The Grantee shall
   be exempt from payment of all Unemployment Compensation, FICA, retirement, life
   and/or medical insurance and Workers’ Compensation Insurance, as the Subrecipient
   is an independent contractor.

C. Hold Harmless
   The Subrecipient shall hold harmless, defend and indemnify the Grantee from any
   and all claims, actions, suits, charges and judgments whatsoever that arise out of the
   Subrecipient’s performance or nonperformance of the services or subject matter
   called for in this Agreement.

D. Insurance & Bonding
   The Subrecipient shall provide the Grantee with evidence of the following forms of
   insurance coverage, which the Subrecipient shall maintain as provided:

   1. Worker's Compensation insurance, including Employer's Liability coverage, with
      limits not less than One Million Dollars ($1,000,000) each accident, if required by

   2. Comprehensive General Liability insurance with limits not less than Two Million
      Dollars ($2,000,000) each occurrence combined single limit for Bodily Injury and
      Property Damage, including coverages for Contractual Liability, Personal Injury,
      Broadform Property Damage, Products and Completed Operations.

   3. Comprehensive Automobile Liability insurance with limits not less than One
      Million Dollars ($1,000,000) each occurrence combined single limit for Bodily
      Injury and Property Damage, including coverages for owned, non-owned and
      hired vehicles, as applicable.

   4. The Subrecipient shall cause any contractor, agent, or subcontractor under direct
      contract with the Subrecipient to maintain insurance of the types and in at least
      the minimum amounts described in subsections (1), (2), and (3) above, except that
      the limit of liability for comprehensive general liability insurance for
      subcontractors shall be One Million Dollars ($1,000,000).

   The required insurance shall be provided under an occurrence form, and Subrecipient
   shall maintain such coverage described in subsections (1) through (3) continuously
   for the Term of the Agreement. Should any of the required insurance be provided
   under a form of coverage that includes an annual aggregate limit or provides that
   claims investigation or legal defense costs be included in such annual aggregate limit,
   such annual aggregate limit shall be three times the occurrence limits specified above.
   Comprehensive General Liability and Comprehensive Automobile Liability insurance
   policies shall be endorsed to name as an additional insured the Grantee and its
   officers, agents, employees and members of the County Board of Supervisors.
   All policies and bonds shall contain (i) the agreement of the insurer to give the
   Grantee at least thirty (30) days notice prior to cancellation (including, without

   limitation, for non-payment of premium) or any material change in said policies; (ii)
   an agreement that such policies are primary and non-contributing with any insurance
   that may be carried by the Grantee; (iii) a provision that no act or omission of the
   Subrecipient shall affect or limit the obligation of the insurance carrier to pay the
   amount of any loss sustained; and (iv) a waiver by the insurer of all rights of
   subrogation against the Grantee and its authorized parties in connection with any loss
   or damage thereby insured against.

   The Subrecipient shall comply with the bonding and insurance requirements of 24
   CFR 84.31 and 84.48, Bonding and Insurance.

E. Grantee Recognition
   The Subrecipient shall insure recognition of the role of the Grantee in providing
   services through this Agreement. All activities, facilities and items utilized pursuant
   to this Agreement shall be prominently labeled as to funding source. In addition, the
   Subrecipient will include a reference to the support provided herein in all publications
   made possible with funds made available under this Agreement.

F. Amendments
   The Grantee or Subrecipient may amend this Agreement at any time provided that
   such amendments make specific reference to this Agreement, and are executed in
   writing, signed by a duly authorized representative of each organization, and
   approved by the Grantee’s governing body. Such amendments shall not invalidate this
   Agreement, nor relieve or release the Grantee or Subrecipient from its obligations
   under this Agreement.

   The Grantee may, in its discretion, amend this Agreement to conform with Federal,
   state or local governmental guidelines, policies and available funding amounts, or for
   other reasons. If such amendments result in a change in the funding, the scope of
   services, or schedule of the activities to be undertaken as part of this Agreement, such
   modifications will be incorporated only by written amendment signed by both
   Grantee and Subrecipient.

G. Suspension or Termination
   In accordance with 24 CFR 85.43, the Grantee may suspend or terminate this
   Agreement if the Subrecipient materially fails to comply with any terms of this
   Agreement, which include (but are not limited to), the following:

   1.    Failure to comply with any of the rules, regulations or provisions referred to
         herein, or such statutes, regulations, executive orders, and HUD guidelines,
         policies or directives as may become applicable at any time;

   2.    Failure, for any reason, of the Subrecipient to fulfill in a timely and proper
         manner its obligations under this Agreement;

   3.    Ineffective or improper use of funds provided under this Agreement; or

        4.   Submission by the Subrecipient to the Grantee reports that are incorrect or
             incomplete in any material respect.

        In accordance with 24 CFR 85.44, this Agreement may also be terminated for
        convenience by either the Grantee or the Subrecipient, in whole or in part, by setting
        forth the reasons for such termination, the effective date, and, in the case of partial
        termination, the portion to be terminated. However, if in the case of a partial
        termination, the Grantee determines that the remaining portion of the award will not
        accomplish the purpose for which the award was made, the Grantee may terminate
        the award in its entirety.

       During the term of this Agreement, the County may terminate the Agreement for any
       reason by giving written notice of termination to the Subrecipient at least thirty (30)
       days prior to the effective date of termination. Such notice shall set forth the
       effective date of the termination. In the event of such termination, the amount
       payable under this Agreement shall be reduced in proportion to the services provided
       prior to the date of termination. Further, the County may cancel and terminate this
       Agreement for good cause effective immediately upon written notice to Subrecipient.
        Good cause" includes the failure of Subrecipient to perform the required services at
       the time and in the manner provided under this Agreement. If County terminates
       this Agreement for good cause, the County may be relieved of the payment of any
       consideration to Subrecipient, and the County may proceed with the-work in any
       manner which County deems proper. The cost to the County shall be deducted from
       any sum due the Subrecipient under this Agreement.


     A. Financial Management

        1.   Accounting Standards
             The Subrecipient agrees to comply with 24 CFR 84.2128 and agrees to adhere
             to the accounting principles and procedures required therein, utilize adequate
             internal controls, and maintain necessary source documentation for all costs

        2.   Cost Principles
             The Subrecipient shall administer its program in conformance with OMB
             Circulars A-122, “Cost Principles for Non-Profit Organizations,” or A-21, “Cost
             Principles for Educational Institutions,” as applicable. These principles shall be
             applied for all costs incurred whether charged on a direct or indirect basis.

     B. Documentation and Record Keeping

        1.   Records to be Maintained

     The Subrecipient shall maintain all records required by the Federal regulations
     specified in 24 CFR 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 that each activity undertaken meets the objectives
          of the NSP-1 program;
     c)   Records required to determine the eligibility of activities;
     d)   Records required to document the acquisition, improvement, use or
          disposition of real property acquired or improved with NSP-1 assistance;
     e)   Records documenting compliance with the fair housing and equal
          opportunity components of the NSP-1 program;
     f)   Financial records as required by 24 CFR 570.502, and 24 CFR 84.2128;
     g.   Other records necessary to document compliance with Subpart K of 24
          CFR Part 570.

2.   Retention
     The Subrecipient shall retain all financial records, supporting documents,
     statistical records, and all other records pertinent to the Agreement for a period
     of five (5) years from the expiration of this Agreement. Notwithstanding the
     above, if there is litigation, claims, audits, negotiations or other actions that
     involve any of the records cited and that have started before the expiration of
     the five-year period, then such records must be retained until completion of the
     actions and resolution of all issues, or the expiration of the five-year period,
     whichever occurs later.

3.   Client Data
     The Subrecipient shall maintain client data demonstrating client eligibility for
     services provided. Such data shall include, but not be limited to, client name,
     address, income level or other basis for determining eligibility, and description
     of service provided. Such information shall be made available to Grantee
     monitors or their designees for review upon request.

4.   Disclosure
     The Subrecipient understands that client information collected under this
     contract is private and the use or disclosure of such information, when not
     directly connected with the administration of the Grantee’s or Subrecipient’s
     responsibilities with respect to services provided under this contract, is
     prohibited by law unless written consent is obtained from such person receiving
     service and, in the case of a minor, that of a responsible parent/guardian.

5.   Closeouts
     The Subrecipient’s obligation to the Grantee shall not end until all close-out
     requirements are completed. Activities during this close-out period shall
     include, but are not limited to, making final payments; disposing of program

        assets (including the return of all unused materials, equipment, unspent cash
        advances, program income balances, and accounts receivable to the Grantee);
        and determining the custodianship of records. Not withstanding the foregoing,
        the terms of this Agreement shall remain in effect during any period that the
        Subrecipient has control over NSP-1 funds, including Program Income.

   6.   Audits & Inspections
        All Subrecipient records with respect to any matters covered by this Agreement
        shall be made available to the Grantee, grantor agency, and the Comptroller
        General of the United States or any of their authorized representatives, at any
        time during normal business hours, as often as deemed necessary, to audit,
        examine, and make excerpts or transcripts of all relevant data. Any deficiencies
        noted in audit reports must be fully cleared by the Subrecipient within 30 days
        after receipt by the Subrecipient. Failure of the Subrecipient to comply with the
        above audit requirements will constitute a violation of this Agreement and may
        result in the withholding of future payments. The Subrecipient hereby agrees to
        have an annual agency audit conducted in accordance with current Grantee
        policy concerning Subrecipient audits and OMB Circular A-133.

C. Reporting and Payment Procedures

   1.   Program Income
        The Subrecipient is not anticipated to generate any program income with the
        funding from this grant. However, should program income be generated, the
        use of program income by the Subrecipient shall comply with the requirements
        set forth at 24 CFR 570.504.

   2.   Indirect Costs
        If indirect costs are charged, the Subrecipient will develop an indirect cost
        allocation plan for determining the appropriate Subrecipient’s share of
        administrative costs and shall submit such plan to the Grantee for approval, in a
        form specified by the Grantee.

   3.   Payment Procedures
        The Grantee will pay to the Subrecipient funds available under this Agreement
        based upon information submitted by the Subrecipient and consistent with any
        approved budget and Grantee policy concerning payments. With the exception
        of certain advances, payments will be made for eligible expenses actually
        incurred by the Subrecipient, and not to exceed actual cash requirements.
        Payments will be adjusted by the Grantee in accordance with advance fund and
        program income balances available in Subrecipient accounts. In addition, the
        Grantee reserves the right to liquidate funds available under this contract for
        costs incurred by the Grantee on behalf of the Subrecipient.

       4.   Progress Reports
            The Subrecipient shall submit regular Progress Reports to the Grantee in the
            form, content, and frequency as required by the Grantee. At a minimum, a
            report on the demographic and income data of all assisted
            individuals/households shall be provided quarterly. See EXHIBIT D for report

    D. Procurement

       1.   Compliance
            The Subrecipient shall comply with current Grantee policy concerning the
            purchase of equipment and shall maintain inventory records of all non-
            expendable personal property as defined by such policy as may be procured
            with funds provided herein. All program assets (unexpended program income,
            property, equipment, etc.) shall revert to the Grantee upon termination of this
       2.   OMB Standards
            Unless specified otherwise within this agreement, the Subrecipient shall procure
            all materials, property, or services in accordance with the requirements of 24
            CFR 84.4048.

       3.   Travel
            The Subrecipient shall provide the Grantee with appropriate documentation for
            any travel outside of the County with funds provided under this Agreement.
            Travel expense including mileage cost may not exceed County rates.


    A. Civil Rights

       1. Compliance
           The Subrecipient agrees to comply with the Civil Rights, Housing and
           Community Development, and Age Discrimination Acts including the
           following provisions: Fair Housing Act (42 U.S.C. Section 3601 et seq.) and
           implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act
           of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended;
           Section 104(b) and Section 109 of Title I of the Housing and Community
           Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of
           1973 (29 U.S.C. Section 794, et seq.); the Age Discrimination Act of 1975 (42
           U.S.C. Section 6101, et seq.); Executive Order 11063 as amended by Executive
           Order 12259 and implementing regulations at 24 C.F.R. Part 107; Executive
           Order 11246 as amended by Executive Orders 11375, 12086, 11478, 12107.

   2.   Nondiscrimination
        The Subrecipient agrees to comply with the non-discrimination in employment
        and contracting opportunities laws, regulations, and executive orders referenced
        in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-
        discrimination provisions in Section 109 of the HCDA are still applicable.

   3.   Section 504
        The Subrecipient agrees to comply with all Federal regulations issued pursuant
        to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.
        794), which prohibits discrimination against the individuals with disabilities or
        handicaps in any Federally assisted program. The Grantee shall provide the
        Subrecipient with any guidelines necessary for compliance with that portion of
        the regulations in force during the term of this Agreement.

   4.   Access to Records
        The Subrecipient shall furnish and cause each of its own subrecipients or
        subcontractors to furnish all information and reports required hereunder and will
        permit access to its books, records and accounts by the Grantee, HUD or its
        agent, or other authorized Federal officials for purposes of investigation to
        ascertain compliance with the rules, regulations and provisions stated herein.

   5.   Notifications
        The Subrecipient will 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 the agency contracting officer,
        advising the labor union or worker’s representative of the Subrecipient’s
        commitments hereunder, and shall post copies of the notice in conspicuous
        places available to employees and applicants for employment.

   6.   Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement
        The Subrecipient will, in all solicitations or advertisements for employees
        placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity
        or Affirmative Action employer. Additional State of California Requirements
        regarding the State Equal Opportunity provisions are contained in EXHIBIT E.

   7.   Subcontract Provisions
        The Subrecipient will include the provisions of Paragraph X.A, Civil Rights, in
        every subcontract or purchase order, specifically or by reference, so that such
        provisions will be binding upon each of its own subrecipients or subcontractors.

B. Employment Restrictions

   1.   Prohibited Activity
        The Subrecipient is prohibited from using funds provided herein or personnel
        employed in the administration of the program for: political activities;

C. Conduct

   1.   Assignability
        The Subrecipient shall not assign or transfer any interest in this Agreement
        without the prior written consent of the Grantee thereto; provided, however, that
        claims for money due or to become due to the Subrecipient from the Grantee
        under this contract may be assigned to a bank, trust company, or other financial
        institution without such approval. Notice of any such assignment or transfer
        shall be furnished promptly to the Grantee.

   2.   Subcontracts

        a)   Approvals: The Subrecipient shall not enter into any subcontracts with
             any agency or individual in the performance of this contract without the
             written consent of the Grantee prior to the execution of such agreement.

        b)   Monitoring: The Subrecipient will monitor all subcontracted services on a
             regular basis to assure contract compliance. Results of monitoring efforts
             shall be summarized in written reports and supported with documented
             evidence of follow-up actions taken to correct areas of noncompliance.

        c)   Content: The Subrecipient shall cause all of the provisions of this contract
             in its entirety to be included in and made a part of any subcontract
             executed in the performance of this Agreement.

        d)   Selection Process: The Subrecipient shall undertake to insure that all
             subcontracts let in the performance of this Agreement shall be awarded on
             a fair and open competition basis in accordance with applicable
             procurement requirements. Executed copies of all subcontracts shall be
             forwarded to the Grantee along with documentation concerning the
             selection process.

   3.   Hatch Act
        The Subrecipient agrees that no funds provided, nor personnel employed under
        this Agreement, shall be in any way or to any extent engaged in the conduct of
        political activities in violation of Chapter 15 of Title V of the U.S.C.

   4.   Conflict of Interest
        The Subrecipient agrees to abide by the provisions of 24 CFR 84.42 and
        570.611, which include (but are not limited to) the following:

        a)   The Subrecipient shall maintain a written code or standards of conduct
             that shall govern the performance of its officers, employees or agents
             engaged in the award and administration of contracts supported by Federal

     b)   No employee, officer or agent of the Subrecipient shall participate in the
          selection, or in the award, or administration of, a contract supported by
          Federal funds if a conflict of interest, real or apparent, would be involved.

     c)   No covered persons who exercise or have exercised any functions or
          responsibilities with respect to NSP-1-assisted activities, or who are in a
          position to participate in a decision-making process or gain inside
          information with regard to such activities, may obtain a financial interest
          in any contract, or have a financial interest in any contract, subcontract, or
          agreement with respect to the NSP-1-assisted activity, or with respect to
          the proceeds from the NSP-1-assisted activity, either for themselves or
          those with whom they have business or immediate family ties, during their
          tenure or for a period of one (1) year thereafter. For purposes of this
          paragraph, a “covered person” includes any person who is an employee,
          agent, consultant, officer, or elected or appointed official of the Grantee,
          the Subrecipient, or any designated public agency.

5.   Lobbying Certification
     The Subrecipient hereby certifies that:

     a)   No Federal appropriated funds have been paid or will be paid, by or on
          behalf of it, to any person for influencing or attempting to influence an
          officer or employee of any agency, a Member of Congress, an officer or
          employee of Congress, or an employee of a Member of Congress in
          connection with the awarding of any Federal contract, the making of any
          Federal grant, the making of any Federal loan, the entering into of any
          cooperative agreement, and the extension, continuation, renewal,
          amendment, or modification of any Federal contract, grant, loan, or
          cooperative agreement;

     b)   If any funds other than Federal appropriated funds have been paid or will
          be paid to any person for influencing or attempting to influence an officer
          or employee of any agency, a Member of Congress, an officer or
          employee of Congress, or an employee of a Member of Congress in
          connection with this Federal contract, grant, loan, or cooperative
          agreement, it will complete and submit Standard Form-LLL, “Disclosure
          Form to Report Lobbying,” in accordance with its instructions; and

     c)   This certification is a material representation of fact upon which reliance
          was placed when this transaction was made or entered into. Submission of
          this certification is a prerequisite for making or entering into this
          transaction imposed by section 1352, title 31, U.S.C. Any person who
          fails to file the required certification shall be subject to a civil penalty of
          not less than $10,000 and not more than $100,000 for each such failure.

                d)   It will require that the language of paragraphs (a), (b) and (c) of this
                     certification be included in the award documents for all subawards at all
                     tiers (including subcontracts, subgrants, and contracts under grants, loans,
                     and cooperative agreements) and that all Subrecipients shall certify and
                     disclose accordingly.

          6.    Copyright
                If this contract results in any copyrightable material or inventions, the Grantee
                and/or grantor agency reserves the right to royalty-free, non-exclusive and
                irrevocable license to reproduce, publish or otherwise use and to authorize
                others to use, the work or materials for governmental purposes.
          7.    Religious Activities
                The Subrecipient agrees that funds provided under this Agreement will not be
                utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such
                as worship, religious instruction, or proselytization.


     Whenever this Agreement calls for Grantee approval, consent, or waiver, the written
     approval, consent, or waiver of the Economic Development/Workforce Investment Board
     Director shall constitute the approval, consent, or waiver of the Grantee, without further
     authorization required from the County Board of Supervisors, provided that it is determined
     that the overall feasibility of the objectives of this Agreement is not in jeopardy, no
     additional funds are required from the Grantee, and no material term of this Agreement is
     altered. The Grantee hereby authorizes the Economic Development/Workforce Investment
     Board Director to deliver such approvals or consents as are required by this Agreement, or
     to waive requirements under this Agreement, on behalf of the Grantee upon the terms
     specified above. Any consents or approvals required under this Agreement shall not be
     unreasonably withheld or made, except where it is specifically provided that a sole
     discretion standard applies. The Grantee agrees to give reasonable consideration to
     requests by Subrecipient for extensions of any time deadlines imposed under this
     Agreement, provided that it is determined that the overall feasibility of the objectives of
     this Agreement is not in jeopardy. The Grantee shall not unreasonably delay in reviewing
     and approving or disapproving any proposal by Subrecipient made in connection with this
     Agreement. Notwithstanding this delegation, approval of the County Board of Supervisors
     is required to amend this Agreement, to change the Agreement’s Scope of Work, or
     increase the amount of funding provided by the Agreement. This Section X. shall not
     preclude the Economic Development/Workforce Board Director, in his or her sole
     discretion, from seeking approval from the County Board of Supervisors for any matter
     under this Agreement.


    If any provision of this Agreement is held invalid, the remainder of the Agreement shall not
    be affected thereby and all other parts of this Agreement shall nevertheless be in full force
    and effect.


    The section headings and subheadings contained in this Agreement are included for
    convenience only and shall not limit or otherwise affect the terms of this Agreement.


    The Grantee’s failure to act with respect to a breach by the Subrecipient does not waive its
    right to act with respect to subsequent or similar breaches. The failure of the Grantee to
    exercise or enforce any right or provision shall not constitute a waiver of such right or


    This agreement constitutes the entire agreement between the Grantee and the Subrecipient
    for the use of funds received under this Agreement and it supersedes all prior or
    contemporaneous communications and proposals, whether electronic, oral, or written
    between the Grantee and the Subrecipient with respect to this Agreement.

                        SIGNATURES ON FOLLOWING PAGE

WHEREAS, this Agreement has been entered into by the undersigned as of the date first above


subdivision of the State of California

By:     ___________________________________________
        Jim Cook, Economic Development/Workforce Board Director

Date:   ____________________________


County Counsel

By:     __________________________________________
        Kathryn Reimann, Deputy County Counsel

Date:   ____________________________

HUD Certified Housing Counseling Agency

By:     _________________________________________
        Leila Emadin, Executive Director

Date: ______________________________

IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written

                                        EXHIBIT A
                                      SCOPE OF WORK

HRC will provide counseling and education services to potential homebuyers interested in
purchasing a home through the Neighborhood Stabilization Program (NSP-1).

The budget of $25,000 will provide services for approximately 55 NSP-1 applicant households.

1. NSP-1 Orientation presentations: one and a half to two hour long presentations, plus
preparation and follow up.
A total of eight presentations will be held, approximately one each per month in English and
Spanish at HRC.

2. First Time Homebuyer Workshops (FTHBW): six to eight hour long homeownership
workshops plus preparation and follow up.
A total of six workshops will be held. Language interpretation will be provided as needed.
Workshop attendance will be required for NSP-1 buyers in escrow.

3. HRC Housing Counseling staff will
         1. Develop and implement NSP-1 advertising
         2. Prepare and present NSP-1 Orientation presentations
         3. Conduct applicant pre-screening & review bank pre-approval
         4. Conduct applicant intake, including
                a. conducting limited credit and budget counseling
                b. assembling all required applicant documentation
                c. determining client eligibility
         5. Analyze applicants’ financial standing
         6. Determine applicants’ qualifying amount
         7. Assemble all documents as listed and provide completed application package to
             Monterey County C for consideration
         8. Prepare and present FTHB workshops


                                         EXHIBIT B

For the services described in EXHIBIT A of this Agreement, the CONTRACTOR will receive
funds according to the following schedule.

The actual direct costs incurred by the CONTRACTOR for the provision of said services for
participating Monterey County households, up to an aggregate limit of $25,000 over the term of
the Agreement, shall be reimbursed on a monthly basis after submission of an invoice with
supporting documentation.

Description                                                             Amount                Reporting

Counseling per
household                  $215 each         x    55               $ 11,825.00                Client List
NSP-1 Orientations         $150 each         x    8                $ 1,200.00                 Schedule
FTHB Workshops             $250 each         x    6                $ 1,500.00                 Schedule
Bi-Weekly Update           $200 each         x    12               $ 2,400.00                 Schedule
Clerical Support                                                   $ 1,685.00                 Time sheet
Reporting/Supervision                                              $ 2,890.00                 Time sheet
  Lead Counselor, Bookkeeper, Dep Director, Exec Director
Advertising                                                        $   3,500.00               Receipts

TOTAL                                                              $ 25,000.00

1. A bank letter of pre-approval will be required of all new applicants before attending NSP-1 orientation
   or receiving HRC NSP-1 services.
2. Attendance at a FTHBW will be required after buyers are in escrow.
3. HRC will qualify buyers and submit a complete application package to Monterey County.
4. Monterey County NSP-1 staff will conduct all follow-up activities, including requests for additional
  documentation, directly with the applicant.
Bi-weekly telephone updates every other Friday as needed.
A client list and education schedule will be included with the monthly invoice.
The monthly invoice will include the monthly client list; education schedule; timesheet; and receipts
for advertising.
Personnel is billed at HUD allowable/allocated rate to include FTE % of direct program costs, including
audit, dues, equipment/software, insurance, IT, postage, printing, rent, shred, supplies, and telephone.

                                        EXHIBIT C
                                    INVOICE TEMPLATE

                                   [Address & Phone Number]


County of Monterey                                                     [Invoice Date]
Redevelopment and Housing Office
168 W. Alisal, 3rd Floor                                               [Invoice #/reference]
Salinas, CA 93901

[Description of what is being billed or paid budget line item.]

*All invoices must be accompanied by appropriate backup documentation for costs incurred.

                                    EXHIBIT D

Borrower Name:                          SSN:        -      -            DOB:      /     /          Gender M / F
Co-Borrower Name:                       SSN         -      -            DOB:      / /              Gender M/F
Property Address:
City, State, Zip
Home Phone: (       )         -                Best time to reach you:
Work Phone: (       )        -                 Work hours:
Cell Phone: (     )      -                     Email:
Additional Contact information: Name:                                     Phone: (    )     -
Borrower:        Gender  M  F Disabled?  Yes  No                     Household Head?  Yes  No

                 Marital Status:  Single  Domestic Partner  Married  Divorced  Widow  Other

                 Education:  Below High School  2 year college  Graduate Degree  High School
                 Diploma  BA Degree
Co-Borrower:     Gender  M  F Disabled?  Yes  No               Household Head?  Yes  No

                 Marital Status:  Single  Domestic Partner  Married  Divorced  Widow  Other

                Education:  Below High School  2 year college  Graduate Degree  High School
                Diploma  BA Degree
Family Size:             Number of Dependents:               Preferred Language:
Ethnicity:  Hispanic  Non-Hispanic
Race- Check only for borrower (B) and Co-Borrower (C):
B CB                                            B CB
  American Indian/ Alaskan Native                 American Indian or Alaska Native and White
  Asian                                           Asian And White
  Black or African-American                       Black or African-American and white
  Native Hawaiian or other Pacific Islander       American Indian or Alaskan Native and Black or
  White                                           Other Multiple Race

CDBG - Foreclosure Report Template

Household Characteristics
            Gross                                                       Female                                      City
  Last     Annual     Median                        HH         Family   Head of                                      Of
 Name      Income      Income Hispanic Race         size        Type    Hshld         Disability    Senior        Residence

            EXHIBIT E


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