DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 STATE OF MISSISSIPPI DEPARTMENT OF HUMAN SERVICES DIVISION OF ECONOMIC ASSISTANCE SUBGRANT AGREEMENT SUBGRANT AGREEMENT NUMBER: # 6014990/6014991 The MISSISSIPPI DEPARTMENT OF HUMAN SERVICES, DIVISION OF ECONOMIC ASSISTANCE, hereinafter referred to as "MDHS," and HEART OF DAVID MINISTRIES, hereinafter referred to as "SUBGRANTEE," by the signatures affixed herein, do hereby make and enter into this Agreement. WHEREAS, pursuant to Section 43-1-2 of the 1972 Mississippi Code Annotated, as amended and 42 U.S.C. '604a, MDHS is authorized to enter into agreements with public and private agencies for the purpose of purchasing certain services for the benefit of eligible individuals under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, hereinafter the "Act"; and WHEREAS, the Subgrantee is eligible for entering into agreements with MDHS for the purpose of providing services for the benefit of certain eligible individuals under the Act; and WHEREAS, the services being contracted for in this Agreement are not otherwise available on a non-reimbursable basis; and WHEREAS, MDHS wishes to purchase such services from Subgrantee; NOW THEREFORE, in consideration of the mutual understandings and agreements set forth, MDHS and Subgrantee agree as follows: SECTION I PURPOSE The purpose of this Agreement is to engage TANF services of the Subgrantee. SECTION II RESPONSIBILITY OF SUBGRANTEE The Subgrantee shall provide, perform, and complete in a satisfactory manner as determined by MDHS, the services described in Exhibit A, entitled "Scope of Services" which is made a part hereof and incorporated by reference herein. 1 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 SECTION III TERM OF AGREEMENT The Subgrantee shall undertake and complete services to be rendered under this Agreement beginning October 1, 2018 or after all parties have signed, whichever is later, and end September 30, 2019. SECTION IV SUBGRANT AMOUNT AND PAYMENT A. SUBGRANT AMOUNT As full and complete compensation for the services to be provided hereunder, total reimbursement by MDHS shall not exceed One Million Two Hundred Fifty Thousand Dollars and Zero Cent ($1,250,000.00) for the term of this subgrant. These services shall be budgeted in accordance with the Budget Sheets and Budget Narrative attached hereto as Exhibit B and incorporated herein. B. MAXIMUM LIABILITY Irrespective of any other provisions of this Agreement, its attachments, laws and regulations or the obligation of the Subgrantee, the liability of payment by MDHS to Subgrantee of federal and/or state funds shall be limited to an amount not to exceed the sum of One Million Two Hundred Fifty Thousand Dollars and Zero Cent ($1,250,000.00) in consideration of all the activities and/or services provided pursuant to this Agreement unless specifically increased in accordance with Section XXIII of the Agreement. C. CONSIDERATION AND METHOD OF PAYMENT Payment method is either by Cost Reimbursement or Cash Advance as referenced on the Subgrant/Contract Signature Sheet, Item 6. Eligible expenses are outlined in the Budget Summary and Cost Summary Support Sheet(s), attached hereto and made a part hereof. For any request for funds to be processed, MDHS must receive required monthly program and fiscal reports as outlined in Section XIX of this Agreement. Any increase, decrease or change in the funding under this Agreement that is authorized by the parties, in compliance with applicable laws and policies, shall require a modification of the amounts listed in the Budget Summary and Cost Summary Support Sheets pursuant to Section XXIII of this Agreement. SECTION V AVAILABILITY OF FUNDS It is expressly understood and agreed that the obligation of MDHS to proceed under this Agreement is conditioned upon the appropriation of funds by the Mississippi State Legislature and/or the receipt of federal and state funds. In the event that the funds anticipated for the fulfillment of this Agreement are, at any time, not forthcoming or are insufficient, either through the failure of the federal government to provide funds, or of the State of Mississippi to appropriate funds, or through the discontinuance or material alteration of the program under which funds were provided, or if 2 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 funds are not otherwise available to MDHS for the performance of this Agreement, MDHS shall have the right to immediately terminate this Agreement, without damage, penalty, cost or expense to MDHS of any kind whatsoever. The ultimate decision as to whether or not funds continue to be available for the performance of this Agreement lies solely with MDHS. SECTION VI RELATIONSHIP OF THE PARTIES A. It is expressly understood and agreed that MDHS enters into this Subgrant with Subgrantee on a purchase of service basis and not on an employer-employee relationship basis. Nothing contained herein shall be deemed or construed by MDHS, the Subgrantee, or any third party as creating the relationship of principal and agent, partners, joint venturers, or any similar such relationship between MDHS and the Subgrantee. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of MDHS or the Subgrantee hereunder, creates or shall be deemed to create a relationship other than the independent relationship of MDHS and the Subgrantee. B. Subgrantee represents that it has, or will secure, at its own expense, applicable personnel who shall be qualified to perform the duty required to be performed under this Subgrant. C. Any person assigned by Subgrantee to perform the services hereunder shall be the employee of Subgrantee, who shall have the sole right to hire and discharge its employee. MDHS may, however, direct Subgrantee to replace any of its employees under this Subgrant. If Subgrantee is notified within the first eight (8) hours of assignment that the person is unsatisfactory, Subgrantee will not charge MDHS for those hours. The Subgrantee will replace the employee within 5 days after receipt of notice from MDHS. D. It is further understood that the consideration expressed herein constitutes full and complete compensation for all services and performances hereunder, and that any sum due and payable to Subgrantee shall be paid as a gross sum with no withholdings or deductions being made by MDHS for any purpose from said Subgrant sum. E. Subgrantee shall pay when due all salaries and wages of its employees, and it accepts exclusive responsibility for the payment of Federal Income Tax, State Income Tax, Social Security, Unemployment Compensation and any other withholdings that may be required. SECTION VII TERMINATION OR SUSPENSION A. TERMINATION FOR CAUSE If, through any cause, Subgrantee fails to fulfill in a timely and proper manner, as determined by MDHS, its obligations under this Subgrant, or if Subgrantee violates any of the covenants, agreements, or stipulations of this Subgrant, MDHS shall thereupon have the right to terminate the Subgrant by giving written notice to Subgrantee of such termination 3 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 and specifying the effective date thereof at least five (5) days before the effective date of such termination. B. TERMINATION FOR CONVENIENCE This Agreement may be terminated for convenience, in whole or in part, as follows: 1. By MDHS with the consent of the Subgrantee, in which case the two parties shall agree upon the termination conditions, including the effective date, and in the case of partial termination, the portion to be terminated; or 2. By the Subgrantee upon written notification to MDHS, 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, MDHS determines that the remaining portion of this subgrant will not accomplish the purposes for which the subgrant was made, MDHS may, without the Subgrantee’s consent, terminate this subgrant in its entirety. C. TERMINATION IN THE BEST INTEREST OF THE STATE This Subgrant may be terminated by the MDHS in whole, or in part, with 15 days’ notice whenever MDHS makes the final determination that such termination is in the best interest of the State of Mississippi. Any such determination will be effected by delivery in writing to the Subgrantee of a notice specifying the extent to which the Subgrant is terminated and the date upon which termination becomes effective. Once the Subgrantee has received notice of termination, Subgrantee shall not make further expenditures for the provision of services under the Subgrant. D. TERMINATION FOR FORCE MAJEURE If either Party is rendered unable, wholly or in part, by reason of strikes, accidents, acts of God, weather conditions or other acts beyond its control and without its fault or negligence, to comply with its obligations under this Subgrant, then such party shall have the option to terminate this Subgrant, in whole or in part, upon giving written notice to the other Party. E. PARTIAL TERMINATION In the event of a partial termination, the Subgrantee shall incur no obligations other than those specifically identified in the agreement or contract governing the partial termination. F. RIGHTS AND REMEDIES UPON TERMINATION OR SUSPENSION In the event of termination or suspension as provided in this Section, Subgrantee shall be entitled to receive just and equitable compensation for unreimbursed obligations or expenses that are reasonably and necessarily incurred in the satisfactory performance, as determined by MDHS, of this Agreement, that were incurred before the effective date of suspension or termination, and that are not in anticipation of termination or suspension. Costs of the Subgrantee resulting from obligations incurred by the Subgrantee during a suspension or after termination of this subgrant are not allowable under this Agreement. In no case, however, shall said compensation or payment exceed the total amount of this 4 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 subgrant as set forth in Section IV. Notwithstanding any provisions of this subgrant, Subgrantee shall be liable to MDHS for damages sustained by MDHS by virtue of any breach of this Agreement by Subgrantee, and MDHS may withhold any payments to Subgrantee for the purpose of set off until such times as the exact amount of damages due to MDHS from Subgrantee are determined. In case of termination or suspension as provided hereunder, all property, finished or unfinished documents, data, studies, surveys, drawings, photographs, manuals and reports or other materials prepared by or for the Subgrantee under this Agreement shall, at the option of MDHS, become the property of MDHS and shall be disposed of according to MDHS' directives. The rights and remedies of MDHS provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity. G. TERMINATION OR SUSPENSION If the Subgrantee materially fails to comply with any of the covenants, terms or stipulations of this Agreement, whether stated in a federal statute or regulation, an assurance, in the State plan or application, a notice of award, or elsewhere, MDHS may, upon giving written notice to Subgrantee, take one or more of the following actions, as appropriate in the circumstances: 1. Temporarily withhold cash payments pending correction of the deficiency by Subgrantee or more severe enforcement action by MDHS; 2. Disallow (that is, deny both use of funds and, if applicable, matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the current award for the Subgrantee's program; 4. Withhold further awards for the Subgrantee's program; or 5. Take other remedies that may be legally available. SECTION VIII COMPLAINT RESOLUTION Subgrantee assures that persons requesting or receiving services under this Agreement shall have the right to a complaint resolution procedure regarding any decision relating to this Agreement. Said procedures may be under the Fair Hearing Procedure of the Mississippi Department of Human Services, or under a conciliation process, or that required by the MDHS as authorized by the Mississippi Administrative Procedures Law, Mississippi Code Annotated 1972, as amended, Section 25-43-1 et. seq., or under the complaint procedure of the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, whichever is appropriate to the complaint as directed by MDHS. SECTION IX 5 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 COMPLIANCE WITH LAWS, RULES, AND REGULATIONS Subgrantee shall comply with all applicable policies and procedures of MDHS and with all applicable laws, rules and regulations of the federal government and of the State of Mississippi that may affect the performance of services under this Agreement. The Subgrantee shall comply with, among other regulations, the Act; the 2017 MDHS Subgrant/Agreement Manual, and the applicable Code of Federal Regulations. If the Subgrantee advertises or prints brochures, flyers or any other material, printed or otherwise, relating to, or promoting, the services which it is providing through this Subgrant, it shall acknowledge that said funding for said Subgrant and for said advertising was provided by MDHS. In executing this Subgrant, Subgrantee shall comply with all federal and/or state statutes or regulations that are made applicable to the grant when properly promulgated and published by the Federal and/or State Government. It is specifically agreed that should additional federal legislation be enacted, or should the U.S. Department of Health and Human Services or other governing federal agencies enacted new regulations or promulgate changes or amendments in existing regulations which require changes in any provision of their grant, then those provisions of this Subgrant affected thereby shall automatically be amended to conform to such federal statute or regulation as of the effective date of their enactment. SECTION X STANDARD ASSURANCES This Agreement is subject to the Subgrant/Contract Signature Sheet, the Budget and Cost Summary Support Sheets, the Scope of Services (Exhibit A), Budget Narrative (Exhibit B), the Standard Assurances, the Certifications Regarding Lobbying; Debarment, Suspension and Other Responsibility Matters; and Drug-Free Workplace Requirements, the Certifications Regarding Monitoring Findings; Audit Findings; and Litigation Occurring within the Last Three Years, the Certification of Adequate Fidelity Bonding (Exhibit C), Board Member=s Notification of Liability, (Exhibit D) 2017 MDHS Subgrant/Agreement Manual Acceptance Form (Exhibit E), Federal Debarment Verification Requirement (Exhibit F) and Partnership Debarment Verification Form (Exhibit G), Minortiy Vendor Verification (Exhibit H); all of the foregoing being attached hereto and incorporated by reference herein. SECTION XI AGREEMENTS BY SUBGRANTEE A. GENERAL RESPONSIBILITY It is understood and agreed that the Subgrantee may be entering into certain subcontracts with eligible entities (hereinafter referred to as Subgrantee's Contractor/Subcontractor) for the provision of the aforementioned services. Entities currently in a contractual relationship with MDHS to provide the same or similar services are not eligible to enter into a Contract/Subcontract with the Subgrantee. Such subcontracts shall be governed by all of the provisions of this Agreement, and Subgrantee shall be fully responsible for the 6 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 performance of any Subgrantee's Contractor/Subcontractor whatsoever and for any costs disallowed as a result of monitoring of the Subgrantee by MDHS and/or as a result of monitoring the Subgrantee's Contractor/Subcontractor either by MDHS or by the Subgrantee. Copies of all subcontracts and modifications shall be forwarded to MDHS funding division. B. USE OF FUNDS In any Contracts/Subcontracts which Subgrantee enters into with Contractors/Subcontractors for provision of services and/or goods under this Agreement, Subgrantee shall require that the funds obligated under said Contracts/Subcontracts shall be used to support the Contracts/Subcontracts for the provision of only such services authorized under this Agreement. Subgrantee agrees that it shall require all of such Subgrantee's Contractors/Subcontractors/Employees to comply with all local, municipal and county health, safety and other ordinances and requirements and with all applicable federal and state laws, statutes and regulations. C. ADMINISTRATIVE CHARGES Subgrantee agrees that it has not imposed and shall not impose any administrative charges on its subcontractors. SECTION XII ELIGIBILITY FOR SERVICES Subgrantee agrees to provide services only to the target population described in the Scope of Services (Exhibit A). SECTION XIII CONFIDENTIALITY All information regarding applicants for and recipients of services under this Agreement shall be available only to MDHS, Subgrantee, and/or to the appropriate subcontractor and to those persons authorized in writing to receive same by the client, or as otherwise authorized by law. The Subgrantee will guard against unauthorized disclosures. Nothing in this Section, however, shall affect provisions of Section XVIII of this Agreement. SECTION XIV AUDIT A. INTERNAL AUDITING Subgrantee shall conduct internal auditing procedures to ensure that the services provided and the activities performed with funds provided under this Agreement are in compliance with the provisions of this Agreement and with Subgrantee audit policy described in the 7 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 2017 MDHS Subgrant/Agreement Manual and all applicable laws, statutes, rules and regulations. B. INDEPENDENT AUDITING Subgrantee shall comply with the Single Audit Act of 1996, the applicable Office of Management and Budgets (OMB) Circular(s) and the 2017 MDHS Subgrant/Agreement Manual. The audit required under the Single Audit Act of 1996 must be performed by an Independent Auditor. C. RESPONSIBILITY OF SUBGRANTEE Subgrantee shall receive, reply to and resolve any audit and/or programmatic exceptions by appropriate state and/or federal audit related to this Agreement and/or any resulting Contract/Subcontract. D. SUPPLEMENTAL AUDIT MDHS retains the right to perform a supplemental audit and review, when MDHS deems the same to be appropriate, of any and all of the Subgrantee’s and/or its Contractor/ Subcontractor's books, records and accounts, and to initiate such audit and to follow any audit trail for a period of three (3) years from expiration date of this Agreement and for such additional time as required to complete any such audit and/or to resolve any questioned costs. E. AUDIT EXCEPTIONS Subgrantee shall pay to MDHS the full amount of any liability to the federal, state or local government resulting from final adverse audit exceptions under this Agreement and/or under any Contract/Subcontract funded hereunder. Audit exceptions may result in accepting a reduction of future amounts by a total equal to the amount disallowed or deferred, and/or by other methods approved by MDHS, including recoupment of funds paid to Subgrantee under this Agreement. SECTION XV INDEMNIFICATION MDHS shall, at no time, be legally responsible for any negligence or wrongdoing by the Subgrantee and/or its employees, servants, agents, and/or subcontractors. Subgrantee agrees to indemnify, defend, save and hold harmless MDHS from and against all claims, demands, liabilities, suits, damages, and costs of every kind and nature whatsoever, including court costs and attorney’s fees, arising out of or caused by Subgrantee and its employees, agents, contractors, and/or subcontractors in the performance of this Subgrant. Subgrantee agrees that in any contract or subcontract into which it enters for the provision of the services covered by this Agreement, it shall require that its Contractors/Subcontractors, their officers, representatives, agents, and employees shall release and 8 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 hold harmless MDHS and the State of Mississippi from and against any and all claims, demands, liabilities, suits, damages, and costs of every kind and nature whatsoever, including court costs and attorneys’ fees, arising out of or caused by the Contractor/Subcontractor and/or its officers, representatives, agents, and employees in the performance of such services. SECTION XVI INSURANCE Subgrantee shall maintain Workers' Compensation insurance which shall inure to the benefit of all Subgrantee's personnel performing services under this Agreement, comprehensive general liability insurance and employee fidelity bond insurance in the amount equal to 25% of the funds awarded hereunder. Subgrantee shall furnish MDHS with a certificate of insurance providing the aforesaid coverage, prior to the commencement of performance under this Agreement. In any subcontract into which Subgrantee enters with Subcontractors, there shall be a like insurance provision in which the Subcontractor shall provide the same coverage to and for its personnel. SECTION XVII RECORDS A. MAINTENANCE OF RECORDS Subgrantee shall maintain fiscal and program records, books, documents, and adhere to Generally Accepted Accounting Principles, which sufficiently and properly reflect all direct and indirect costs and cost of any nature expended in the performance of this agreement. Such records shall be subject, at all reasonable times, to inspection, review, audit or the like, by MDHS or by duly authorized federal and state personnel. Fiscal Requirements and Audit. Subgrantee shall establish such fiscal control and fund accounting procedures, including internal auditing procedures, as may be necessary to assure the proper disbursal of and accounting for funds paid under this grant, including but not limited to the Single Audit Act of 1996. Subgrantee shall keep, maintain and present to MDHS, as required, necessary and proper vouchers, documentation and otherwise to support the expenditure of funds and Subgrantee shall adhere to State and Federal guidelines regarding subgrant provisions, financial documentation, and certifications per OMB Circular A-122, Cost Principles for Nonprofit Organizations, OMB A-87, Cost Principles for State, Local and Tribal Governments and OMB A-21, Cost Principles for Educational Institutions. B. ACCESS TO RECORDS C. Subgrantee agrees that MDHS, the federal grantor agency, the Comptroller General of the United States and/or any of their duly authorized representatives shall have access to any and all books, documents, papers, electronic media or records of the Subgrantee or of the Subgrantee's Contractors/Subcontractors which are pertinent to the program for the purpose of making audits, examinations, excerpts and transcripts of such records. RECORDS OF SUBGRANTEE 9 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 Subgrantee agrees that in any Contracts/Subcontracts into which it enters with Contractors/Subcontractors it shall require said Contractors/Subcontractors to maintain fiscal and program records related to Contractor/Subcontractor's work performed under this Agreement, in accordance with MDHS' Records Retention and Access Policy, as set forth in the 2017 MDHS Subgrant/Agreement Manual. D. FINANCIAL DOCUMENTS The Subgrantee, by its signature affixed to this Subgrant Agreement, authorizes the release to MDHS of any and all financial documents and records maintained by such financial institutions as may be providing services to the Subgrantee which are pertinent to the services performed under this Subgrant in order to make audit, examination, excerpts, copies, and/or transcripts. Said financial deposits and records shall include, but are not limited to, statements of accounts, statements of deposits and/or withdrawal, cancelled checks and/or drafts. The request for said documents and/or records shall be made in writing by MDHS directly to the Subgrantee providing services. Further, prior to the disbursement of any funds under this Subgrant, the Subgrantee shall provide, in writing, the name and address of the financial institution which shall act as the depository for said funds along with the specific account number(s) which shall be used in the expenditure of the Subgrant funds. SECTION XVIII AVAILABILITY OF INFORMATION Subgrantee shall furnish information and cooperate with all federal and/or state investigations, make such disclosure statements as may be required by the Agreement and other applicable federal and state laws, and federal and state regulations. SECTION XIX REPORTING A. MONTHLY REPORTING Subgrantee shall furnish MDHS written monthly reports of costs incurred and such reports shall contain sufficient data to provide evidence of budget compliance and shall be due ten (10) calendar days after the close of each month. Such reports shall be complete for the period covered and shall contain financial details pertaining to the execution of their subgrant. As may be requested by MDHS, Subgrantee shall review and discuss any of such written reports at such time and in such manner as may be deemed necessary by MDHS. B. TERMINATION REPORTS 10 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 Subgrantee shall furnish MDHS a written termination report within ten (10) days from the termination date unless additional time is granted in writing by MDHS. The termination report shall include information and data required by MDHS to furnish evidence of financial and programmatic compliance. C. FINAL FISCAL REPORT The Subgrantee shall provide a final fiscal report to MDHS within forty-five (45) calendar days after the ending of this Agreement and this, along with the Subgrantee's final fiscal and programmatic report will be used for the purpose of reconciling this Agreement to the actual expenditures for activities and services rendered not to exceed the maximum amount as set forth in Section IV.A of this Agreement. Any funds paid by MDHS to Subgrantee and not expended for activities or services under this Agreement or funds expended in violation of this Agreement, shall be considered MDHS funds and shall be returned to MDHS in full. Where deemed appropriate by MDHS and accepted by the Subgrantee, a reduction may be allowed in future payments under future agreements by a total amount equal to the amount disallowed or deferred, or by other methods approved by MDHS. Proper procedures for closeout of the Subgrant, as detailed in the 2017 MDHS Subgrant/Agreement Manual, Section 11, shall be followed. D. TAX REPORTS Subgrantee shall file timely federal and state tax reports as due and, if requested, shall furnish MDHS a copy of all reports within ten (10) days after filing. SECTION XX DISPUTES Any dispute concerning a question of fact under this Agreement which is not disposed of by agreement of the Parties hereto shall be decided by the Director of the funding division. This decision shall be reduced to writing and a copy thereof mailed or furnished to the Subgrantee and shall be final and conclusive, unless, within thirty (30) days from the date of the decision, Subgrantee mails or furnishes to the Executive Director of the Mississippi Department of Human Services a written request for review. Pending final decision of the Executive Director or his designee, the Subgrantee shall proceed in accordance with the decision of the Director of the funding division. In a review before the Executive Director or designee, the Subgrantee shall be afforded an opportunity to be heard and to offer evidence in support of its position on the question and decision under review. The decision of the Executive Director or designee shall be final and conclusive unless that decision is determined by a court of competent jurisdiction in Jackson, Hinds County, State of Mississippi, to have been fraudulent, capricious or so grossly erroneous as necessarily to imply bad faith, or that it was not supported by substantial evidence. SECTION XXI 11 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 WAIVER Failure of either party hereto to insist upon strict compliance with any of the terms, covenants, and conditions of this Agreement shall not be deemed a waiver or relinquishment of any similar right or power hereunder at any subsequent time or of any other provision hereof, nor shall it be construed to be a modification of terms of this Agreement. SECTION XXII PATENTS, COPYRIGHTS, AND RIGHTS IN DATA A. PATENTS Should the activities of Subgrantee or its Contractor/Subcontractor include experimental, developmental or research projects, this Agreement shall be promptly amended to include the standard patent rights clauses as set forth in Public Law 98-620 (1984), 37 CFR 40, Part 401 - Rights to Inventions Made By Nonprofit Organizations and Small Business Firms under Government Grants, Subgrants, and Cooperative Agreements or any other applicable provision required by state and/or federal law, rule or regulation. B. COPYRIGHTS MDHS reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use: C. 1. The copyright in any work developed under this Agreement, or under any subgrant with any Subgrantee or its Contractors/Subcontractors' agreements; and 2. Any rights of copyright to which Subgrantee or its Contractors/Subcontractors purchase ownership with grant support under this Agreement. RIGHTS AND DATA All systems, computer programs, operating instructions, and all other documentation developed for or specifically relating to information processing of any kind under this Agreement, and reports prepared by Subgrantee or its Contractors/Subcontractors will be the property of MDHS and will remain so upon completion or termination of this Agreement. All cards, magnetic tapes, disk packs, or other storage media, temporary and/or permanent, containing programs and/or other information of any kind relating to this Agreement shall be available for inspection by MDHS at any time, and all information thereon shall belong to MDHS, and shall be delivered to MDHS on MDHS' request therefor. Subgrantee shall maintain all master programs and master data files in a completely secure manner, either by storing such programs and files in an appropriate limited access storage area or by duplicating such programs and files and storing the duplicates in a secure 12 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 location in a manner satisfactory to MDHS. Such programs and files shall be identified by program and file name. SECTION XXIII ALTERATION OR MODIFICATION OF AGREEMENT Any alteration, variation, modification, or waiver of provisions of this Agreement shall be valid only when agreed to by both parties hereto, reduced to writing, and duly signed by each Party. SECTION XXIV SEVERABILITY If any term or provision of this Agreement is prohibited by the laws of the State of Mississippi or is declared invalid or void by a court of competent jurisdiction, the remainder of the Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. SECTION XXV BINDING REPRESENTATIVES AND SUCCESSORS The rights, privileges, benefits, and obligations created by this Agreement and by operation of law, extend to and accrue and are obligatory upon the parties hereto, their personal or real representatives, and successors. SECTION XXVI EQUIPMENT AND SUPPLIES Equipment and supplies purchased with state funds under this Agreement shall be purchased and accounted for in accordance with state law and procedures and in accordance with MDHS= Inventory Management Policy within the 2017 MDHS Subgrant/Agreement Manual. SECTION XXVII FUNDS USED TO SUPPLEMENT Funds received under this Agreement and any Contract/Subcontract thereunder shall be used only to supplement, not supplant, the amount of federal, state, and/or local funds otherwise expended for the support of services the applicable participants in the Subgrantee's service area. SECTION XXVIII ASSIGNMENT Subgrantee shall not assign or otherwise transfer the obligations or duties imposed pursuant to the terms of this Agreement without the prior written consent of MDHS. Any attempted assignment or transfer of its obligations without such consent shall be wholly void. 13 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 SECTION XXIX CONFLICT OF INTEREST Subgrantee must ensure that there exists no direct or indirect conflict of interest in the performance of the Subgrant. Subgrantee must warrant that no part of federal or state money shall be paid directly or indirectly to an employee or official of MDHS as wages, compensation or gifts in exchange for acting as an officer, agent, employee, subcontractor or consultant to the Subgrantee in connection with any work contemplated or pertaining to the Subgrant. MDHS will hold the Subgrantee in strict compliance with the Code of Conduct in Section 6 of the 2017 MDHS Subgrant/Agreement Manual. SECTION XXX APPLICABLE LAW This Agreement shall be construed and governed in accordance with the laws of the State of Mississippi. Subgrantee expressly agrees that under no circumstances shall MDHS be obligated to pay attorneys' fees or the cost of legal action to the Subgrantee. SECTION XXXI E-VERIFY Subgrantee represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act (Senate Bill 2988 from the 2008 Regular Legislative Session) and will register and participate in the status verification system for all newly hired employees. The term "employee" as used herein means any person that is hired to perform work within the State of Mississippi. As used herein, "status verification system" means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Subgrantee agrees to maintain records of such compliance and, upon request of the State, to provide a copy of each such verification to the State. Subgrantee further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Mississippi. Subgrantee understands and agrees that any breach of these warranties may subject Subgrantee to the following: (a) termination of this Agreement and ineligibility for any state or public contract in Mississippi for up to three (3) years, with notice of such cancellation/termination being made public, or (b) the loss of any license permit, certification or other document granted to Subgrantee by an agency, department or governmental entity for the right to do business in Mississippi for up to (1) year, or (c) both. In the event of such termination/cancellation, Subgrantee would also be liable for any additional costs incurred by the State due to contract cancellation or loss of "license or permit." Any Agreement entered into between the Subgrantee and its Contractors/Subcontractors shall contain the E-Verify clause with which said Contractors/Subcontractors shall comply in hiring their employees. 14 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 SECTION XXXII TRANSPARENCY This contractual agreement, including any accompanying exhibits, attachments, and appendices, is subject to the “Mississippi Public Records Act of 1983", codified as section 25-61-1 et seq., Mississippi Code Annotated and exceptions found in Section 79-23-1 of the Mississippi Code Annotated (1972, as amended). In addition, this Agreement, is subject to the provisions of the Mississippi Accountability and Transparency Act of 2008 (MATA) codified as Section 31-7-13 of the Mississippi Code Annotated (1972, as amended). Unless exempted from disclosure due to a court-issued protective order, this contract is required to be posted to the Department of Finance and Administration’s independent agency contract website for public access. Prior to posting the Agreement to the website, any information identified by the Independent Contractor as trade secrets, or other proprietary information including confidential vendor information, or any other information which is required confidential by state or federal law or outside the applicable freedom of information statutes will be redacted. SECTION XXXIII INCLUSION OF ALL TERMS AND CONDITIONS This Agreement and any and all documents attached hereto or incorporated by reference herein, including the Subgrant Signature Sheet, constitute the entire agreement of the parties with respect to the subject matter contained herein and supersede and replace any and all prior negotiations, understandings and agreements, written or oral, between the parties relating thereto. No other understanding regarding the subject matter of this Agreement shall be deemed to exist or bind any of the parties hereto. 15 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Revised 2/2017 SECTION XXXIV NOTICE Notice as required by the terms of this Subgrant shall be certified United States mail, postage prepaid, to the Parties at their respective usual business addresses, or Notice may be hand-delivered to that respective Party whose signature appears on this Subgrant as MDHS or Subgrantee. The Parties agree to promptly notify each other of any change of address. For the faithful performance of the terms of this Agreement, the parties hereto have caused this Agreement to be executed by their undersigned authorized representatives. Mississippi Department of Human Services Heart of David Ministries By: ________________________________ Authorized Signature By: ________________________________ Authorized Signature Printed Name: John Davis Printed Name: Ted DiBiase, Sr. Title: Executive Director Title: Executive Director 10/5/2018 10/5/2018 Date: ______________________________ Date: _______________________________ 16 DocuSign Envelope ID: 024703FD-E0C8-4223-81B3-A16660AD2EA7 E8C7CAF6-4D8F-49C8-976C-190C2C5E9419 Exhibit A SCOPE OF SERVICES STATEMENT OF UNDERSTANDING Heart of David (HoD) has served the people of Mississippi and nationwide since 2000 with a history of successfully implementing mentorship programs, evidence-based processes, initiatives and delivery models that serve communities and build future leaders. HoD, a 501c3, was founded in 2000 by Ted DiBiase Sr., formerly known as “The Million Dollar Man” in the professional wrestling and entertainment world. Ted has traveled the globe speaking and serving the needy. HoD’s primary focus has been the development of men and fathers in the areas of leadership within the household, workplace and community. Additional focusses have included fund raising, serving veterans and communities through partnerships with local non-profits. Ted Sr has three sons, Michael, Ted Jr and Brett DiBiase, who share their fathers passion for serving others. Ted Jr and Brett are excellent speakers and join their father’s enthusiasm to share their individual life experiences to help others become better equipped and empowered to lead successful lives of their own through leadership, teamwork, character and self-discipline in their own fields of employment. They enjoy speaking individually or as a group at targeted events across the state, connecting Mississippians with one another, as they proceed in this mission, individually, and together when possible. HOD has almost 3 decades of service and non-profit work with an experienced and highly qualified staff that’s overseen by a committed Board of Directors. With renewed vigor and focus, HOD is committed to serving the communities of Mississippi and challenging men, women and children to commit to a life committed to EDUCATE, EMBRACE AND EMPOWER oneself towards a better life. HOD is building a statewide network of faith-based services and opportunities. This network will be built through internal resources of HOD and partnerships throughout Mississippi. NEEDS ASSESSMENT: The National Commission on Service Learning reports that those who volunteer and serve their communities are more likely to have positive academic, psychological and occupational well-being. GOALS AND OBJECTIVES: HOD’s programs and initiatives will establish a network of partnerships, services and resources throughout Mississippi communities for faith-based and self activities.