HomeMy WebLinkAboutContracts & Agreements_139A-2020CITY OF REDLANDS
COMMUNITY DEVELOPMENT BLOCK GRANT
SUBRECIPIENT AGREEMENT
This agreement for Community Development Block Grant ("CDBG") funding
( `Agreement") is made and entered into this 24th day of June 2020 ( `Effective Date"), between
the City of Redlands, a California municipal corporation ("City") and Boys & Gels Clubs of
Greater Redlands -Riverside, a non-profit organization ("Subrecipient") City and Subrecipient
are sometimes individually referred to herein as a "Party" and, together, as the "Parties "
RECITALS
WHEREAS, City has entered into a Contract with the County of San Bernardino
Department of Community Development and housing, hereinaftei referred to as "CDH", to
execute the CITY'S Community Development Block Grant (CDBG) program under the Housing
and Community Development Act of 1974, as amended, hereinafter referred to as the ACT",
and
WHEREAS, Subrecipient operates a program which is an eligible CDBG activity as
specified in Section 570 208 of the CDBG regulations promulgated by the United States
Department of Housing and Urban Development ("HUD"), and
WHEREAS, City and Subrecipient recognize that Subrecipient's program entitled
"Power Hour Academic Assistance Program" (the "Program") is beneficial to the well being of
low- and moderate -income residents of City and
WHEREAS, Subrecipient proposes to offer the Piogram to qualified low- and moderate -
income residents of City
NOW, THEREFORE, in consideration of the mutual promises contained herein, City and
Subrecipient agree as follows
AGREEMENT
Section 1. Term and Scone of Services.
A Term of Agreement The term of this Agreement is July 1, 2020 thiough June 30,
2021 Such term may be extended by City's City Manager should additional time for auditing
the Program be required in accordance with law
B Program Delivery Subrecipient will be responsible for administering an
Academic Assistance Program in a manner satisfactory to HUD, CDH, and City and consistent
with any standaids required as a condition of City providing Subiecipient with CDBG funds The
program will include the following activities ("Activities ') eligible under the CDBG program
Activity #1 Academic Assistance Program Provides academic assistance to noddle
school-age students including homework help and one-on-one tutoring CDBG funds a portion
of the program personnel costs to administer the program
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C Eligible Service Area Only CDBG eligible expenses associated with providing
the Activities described in this Section to persons residing within the corporate limits of the city
of Redlands are eligible for reimbursement under this Agreement
D Scope of Activity Subrecipient shall not make any changes m the scope of the
Activities without prior wi itten authorization from City Upon receipt of a request by
Subrecipient, City's City Manager, or his or her authorized designee, may amend the scope of
the Activities by written agreement with Subrecipient, provided that such amendment shall not
increase Subrecipient's compensation or violate Federal regulations
E National Objectives All Activities funded with CDBG fiends must meet one of
the CDBG program's National Objectives benefit low- and moderate -income persons, aid in the
prevention of elimination of slums or blight or meet community development needs having a
particular urgency, as defined in 24 CFR 570 208 Subrecipient certifies that the Activities
carried out under this Agreement will meet the National Objective of benefiting Low- to
Moderate Income Clientele (LMC) 570 208(a) (2) (i) (B)
F Goals and Performance Measures Subrecipient agrees to provide the following
levels of Program. Activities during the 2020-2021 program year
Activity Total Units/Year
Youth Sei vrce,S 100 Chews/Year
Section 2. Compensation and Payment.
Matrix Code
051) Youth Ser vices
A Compensation City shall pay Subrecipient a "not -to -exceed" amount of Ten
Thousand Dollars (S10,000 00)
B Reimbursement It is the intent of City in entering into this Agreement to
acknowledge that the funds expended by Subrecipient in the performance of its Program, from
and after July 1, 2020, shall be eligible for reimbursement pursuant to this Agreement
C Budget Reimbursement of allowable costs shall be made against the line item
budgets specified below, heiein and in accordance with performance
Line Item Amount
Personnel Costs 510 000 00
D Payment Procedures Subrecipient shall piovide City with quarterly invoices
City will review the quarteily invoices and expenditure information submitted by Subrecipient to
determine that the Activities performed, and expenditures made, are consistent with the approved
budget and this Agreement City shall process the invoices for payment in accordance with its
usual manner Payment will generally be made within thirty (30) calendai days Should City
determine that Subrecipient has not performed its obligations as stated in this Agreement in a
satisfactory mannei, of if City determines that insufficient supporting information has been
submitted, City shall notify Subrecipient in writing within 15 days of receipt of the
reimbursement invoice of its determination specifying in detail the objections which City has to
Subrecipient s performance or expenses and the additional information needed to process the
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invoice, as applicable Failure of Subrecipient to respond in writing within 30 days of the date of
notice from City shall render the reimbursement request null and void
E Changes in Grant Allocation City reserves the right to reduce the grant allocation
to Subrecipient when City's fiscal monitoring indicates that Subrecipient's rate of expenditures
will result in unspent funds at the end of the Program year Changes in the grant allocation may
be made after consultation with Subrecipient
Section 3 Financial Management
A Accounting Standards Subrecipient shall comply with 24 CFR 84 21-28 and
adhere to the accounting principles and procedures required therein, utilize adequate internal
controls and maintain necessary source documentation for all costs incurred
13 Cost Principles 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
C Indirect Costs If indirect costs are charged, Subrecipient will develop an indirect
cost allocation plan for determining the appropriate Subrecipient's share of administrative costs
and shall submit such plan to City for approval, in a form specified by City
D Program Income Subrecipient shall report quarterly all program income (as
defined at 24 CFR 570 500(a)) generated by the Activities carried out with CDBG funds made
available under this Agreement The use of Program income by Subrecipient shall comply with
the requirements set forth in 24 CFR 570 504 By way of further limitation, Subrecipient may
use such income during the contract period for Acta ities permitted under this Agreement and
shall reduce requests for additional funds by the amount of any such Program income balances
on hand All unexpended Program income shall be returned to City at the completion of this
Agreement Any interest earned on cash advances from the U S Treasury and from funds held
in a revolving fund account is not Program income and shall be remitted promptly to City
Section 4 Documentation and Recoid Keeping
A Records to be Maintained 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
undei this Agreement Such records shall include but not be limited to
1 Records providing a full description of each Activity undertaken,
2 Records demonstrating that each Activity undertaken meets one of the
National Objectives of the CDBG program,
3 Records required to determine the eligibility of Acti)•ities,
4 Records required to document the acquisition, impiovennent, use or
disposition of real property acquired or improved with CDBG assistance,
5 Records documenting compliance with the fan housing and equal
opportunity components of the CDBG program
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6 Records documenting payroll and time attendance signed by the employee
and approved by the supervisor reflecting total work time on a daily basis
by program and/or funding source, as applicable
7 Financial records as required by 24 CFR 570 502, and 24 CFR 84 21-28,
and
8 Other records necessary to document compliance with Subpart K of 24
CFR Part 570
B Client Data 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
piovided Such information shall be made available to HUD, CDH, or City representatives foi
review upon request
C Close-outs Subrecipient's obligation to HUD, CDH and City shall not end until
all close-out requirements are completed Activities dunng 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 City), and determining the custodianship of records Not withstanding the
foregoing, the terms of this Agreement shall remail in effect during any period that Subrecipient
has control over CDBG funds, including Program income
D Quarterly Performance Report Subrecipient shall prepare and submit quarterly
reports regarding Program accomplishments as required by HUD, CDH, 01 City to assist CDH
and City in meeting record keeping and reporting requirements, as may be mandated by HUD
from time to time
E Records Retention Subrecipient shall snake available to HUD, CDH, or City all
books and recoids relating to the Program supported by funds paid pursuant to this Agreement,
and take all such actions as may be necessary to protect the right of HUD, CDH or City to
examine and audit all said books and records including but not limited to, woik data, documents,
proceedings, and Activities related to this Agreement for a period of five (5) years from the date
of final payment under this Agreement Subrecipient shall maintain said records in a mannei
which will indicate actual time and allowable costs with respect to all work performed hereunder
as required by Federal regulations
F Audits and Inspections All Subrecipient records with respect to any matters
covered by this Agreement shall be made available to City, CDH, HUD, or the Comptroller
General of the United States 01 any of their authorized representatives, at any time during normal
business hours, as often as deemed necessary, to audit, examine, and snake excerpts or transcripts
of all relevant data Any deficiencies noted m audit reports must be fully cleared by Subrecipient
within 30 days after receipt by Subrecipient Failure of Subrecipient to comply with the above
audit requirements will constitute a violation of this Agreement and may result in the
withholding of future payments Subrecipient hereby agrees to have an annual agency audit
conducted in accordance with current City policy concerning Subrecipient audits and OMB
Circular A-133
Section 5 Insurance Subrecipient shall not commence any Piogran Activities under
this Agreement until it has obtained all insurance requited hereundei with a company or
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companies acceptable to City, nor allow any of its subcontractors to commence any Activities for
the Program until all insurance required of Subrecipient and its subcontractor have been
obtained Subrecipient and its subcontractors shall take out and maintain at all times during the
term of this Agreement the following policies of insurance
A Worker's Compensation Insurance Subrecipient shall furnish to City a copy of
its policy of insurance as proof that it has taken out full worker's compensation insurance for all
persons who it may employ directly or through subcontractors in carrying out the Program, in
accordance with the laws of the State of California In accordance with the provisions of
California Labor Code Section 3700 every employer shall secure the payment of compensation
to his employees Subrecipient shall sign and file with City a certification as follows
"I am aware of the provisions in Section 3700 of the Labor Code which requires every
employe] to be insured against liability for workers compensation 01 to undertake self insurance
in accordance with the provisions of that Code, and I will comply with such provisions of that
Code, and I will comply with such provisions before commencing the performance of the
Program described in this Agreement "
B Comprehensive General Liability Insurance Throughout the term of this
Agreement, at Subrecipient's sole cost and expense, Subrecipient shall keep, or cause to be kept
in full force and effect, for the mutual benefit of City and Subrecipient against claims and
liabilities for personal injury, death, or property damage arising from Subrecipient's activities, a
policy of liability insurance Minimum coverage of one million dollars (5I,000 000) per
occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage
and personal injury is required City shall be named as an additional insured and the insurance
policy shall include a provision prohibiting cancellation of said policy except upon thirty (30)
days prior written notice to City Such insurance shall be primary and non-contributing to any
insurance or self-insurance maintained by City Certificates of insurance and endorsements shall
be delivered to City prior to commencement of the Program
C Business Auto Liability Insurance Throughout the term of this Agreement,
Subrecipient shall maintain business auto liability coverage with minimum limits of one million
(S1,000,000) pei occurrence, combined single limit foi bodily injury liability and property
damage liability This coverage shall include all Subrecipient owned vehicles used to conduct
Subrecipient Activities lured and non -owned vehicles, and employee non -ownership vehicles
City shall be named as an additional insured and a certificate of insurance shall be delivered to
City prior to commencement of the Program
D General Insurance Requirements All insurance required by this Agreement shall
be carried only with responsible insurance companies licensed and admitted to do business in the
State of California and policies required under subsections B and C of this Section 5 shall name
as additional insured's City, and its elected officials, officers, employees and agents All
policies shall contain language, to the effect that (1) the insurer waives the right of subrogation
against City and City's elected officials, officers, employees, and agents, (2) the policies are
primary and non-contributing with any insurance that may be carried by City, and (3) they
cannot be canceled or materially changed except after thirty (30) days' prior written notice by the
insures to City, delivered by certified mail All such policies shall be amended or endorsed to add
City and its elected officials, officers, agents, representatives and employees as additional named
insured's Subrecipient shall furnish City with copies of all such policies and endorsements
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promptly upon receipt of them A "Certificate of Insurance" showing the additional named
insured's and other aforementioned provisions shall not be adequate
Section 6. Compliance with Federal Laws. Subrecipient shall comply with the
requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U S Housing and
Urban Development regulations concerning CDBG grants including subpart K of these
regulations, except that (1) Subrecipient does not assume City's environmental responsibilities
descirbed m 24 CFR 570 604 and (2) Subrecipient does not assume City's responsibility for
initiating the review process under the provision of 24 CFR Part 52 Subrecipient also shall
comply with all other applicable Federal, state, and local laws, regulations, and policies
governing the funds provided under this Agreement Subrecipient further shall utilize funds
available under this Agreement to supplement rather than supplant funds otherwise available
Section 7. Pt ocurement.
A Compliance Subrecipient shall comply with current City policy concerning the
purchase of equipment and shall maintain inventory records of all non -expendable personal
property as by such policy as may be procured with funds provided herein All Program assets
(unexpended program income, property, equipment, etc ) shall revert to City upon termination of
this Agreement
B Office of Management and Budget (OMB) Standards Unless specified otherwise
in this Agreement, Subrecipient shall procure all materials, property, or services in accordance
with the requirements of 24 CFR 84 40-48
C Use of Funds for Entertainment Meals or Gifts Subrecipient shall not use funds
provided pursuant to this Agreement to pay for entertainment, meals or gifts
D Travel Subrecipient shall obtain written approval from City for any travel
outside of the City of Redlands with funds provided under this Agreement
Section 8 Use and Revel sion of Assets The use and disposition of real property and
equipment under this Agreement shall be m compliance with the iequirements of 24 CFR Part 84
and 24 CFR 570 502 570 503, and 570 504, as applicable, which include but are not limited to
the following
A Subrecipient shall transfer to City any Program funds on hand and any accounts
receivable attributable to the use of funds under this Agreement at the time of expiration,
cancellation, 01 termination
B Real property under Subrecipient's control that was acquired or improved, in
whole or in part, with funds under this Agreement in excess of 525,000 shall be used to meet one
of the CDBG National Objectives pursuant to 24 CFR 570 208 until five (5) years aftei
expiration of this Agreement (or such longer period of time as the City deems appropriate) If
Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National
Objective for the prescribed period of time Subrecipient shall pay City an amount equal to the
current fair market value of the property less any portion of the value attributable to expenditures
of non-CDBG funds for acquisition of, or improvement to, the property Such payment shall
constitute program income to City Subrecipient may retain real property acquired or irnproxed
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under this Agreement after the expiration of the five-year period (or such longer period of time
as City deems appropriate)
C In all cases in which equipment acquired, m whole or in part, with funds under
this Agreement is sold, the proceeds shall be Program income (prorated to reflect the extent to
that funds received under this Agreement were used to acquire the equipment) Equipment not
needed by the Subrecipient for activities under this Agreement shall be (a) transferred to City
(an amount equal to the current fair market value of the equipment less the percentage of non-
CDBG funds used to acquire the equipment)
Section 9. Non -Disci imitation.
A Subrecipient shall comply with Executive Order 11246 which requires that during
the performance of this Agreement, and Subrecipient shall not discriminate against any
employee or applicant for employment because of race, religion, sex, coloi or national origin
Such action shall include, but not be limited to the following employment, upgrading, demotion,
or transfer, rates of pay or other forms of compensation, and selection for training including
apprenticeship Subrecipient shall post in conspicuous places, available to employees and
applicants for employment, notices to be provided by and Subrecipient setting forth the
provisions of this nondiscrimination clause
B Subrecipient shall comply with Title VI of the Civil Rights Act of 1964 as
amended which provides that no person shall, on the ground of race coloi or national origin, be
excluded from participation in, be denied the benefits of, or be subject to discrimination undei
any program of activity receiving federal financial assistance
C No person shall, on the grounds of race, sex, creed, color, religion, marital status,
national origin, age, sexual orientation, or physical or mental handicap be excluded from
participation in be refused the benefits of, or otherwise be subject to discrimination in any
activities, programs or employment supported by this Agreement Sub -recipient is prohibited
from discrimination on the basis of age or with respect to an otherwise qualified handicapped
person as provided for under Section 109 of the Housing and Community Development Act of
1974, as amended
D Subrecipient shall comply with the Age Discrimination Act of 1975 which
requires that, during the performance of this Agreement, and Subrecipient shall not discriminate
against any employee or applicant foi employment because of age Such action shall include,
but not be limited to the following employment upgrading, demotion, or transfer, rates of pay or
other forms of compensation, and selection for training, including apprenticeship Subrecipient
shall post in conspicuous places, available to employees and applicants for employment, notices
to be provided by Subrecipient setting forth the provisions of this age discrimination clause
E Subrecipient shall comply with Section 504 of the Rehabilitation Act of 1973
vs hick requires that no otherwise qualified individual with a disability in the United States, as
defined in section 706 (20) of this title, shall, solely by reason of his of her disability, be
excluded from the participation in, be denied the benefits of, 01 be subjected to discrimination
under any program or activity receiving Federal financial assistance or under any program or
activity conducted by any Executive agency or by the United States Postal Sen ice
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Section 10. Religious Proselytizing or Political Activity. Subrecipient shall not
perform or permit any religious proselytizing or political activities prohibited by 24 CFR
570 200(j) in connection with its performance under this Agreement Subrecipient shall not
discriminate against any person applying for such public services on the basis of religion and
will not limit such services or give preference to persons on the basis of religion, and (1) it will
provide no religious instruction or counseling, conduct no religious worship or services,
engaging in no religious proselytizing, and exert no other religious influence in the provision
such public services and (2) the portion of a facility used to provide public services assisted in
whole or m part under this Agreement shall contain no sectarian or religious symbols
Section 11 Certification Regarding Lobbying. Subrecipient certifies, to the best of its
knowledge and belief, that
A No federal appropriated funds have been paid or will be paid, by or on behalf of
Subrecipient, to any person for influencing or attempting to influence an officer or employee of
any agency, a member of Congress, an office or employee of Congress in connection wit the
awarding of any Federal contract, the making 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 foi influencing or attempting to influence any officer or employee of any agency, a
member of Congress, and officer or employee of Congress, or any employee of a member of
Congress in connection with this Federal contract, grant, loan 01 cooperative agreement the
undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report
Lobbying" in accordance with its instructions
C Subrecipient shall require that the language of this certification be included in the
award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and
contracts under grants loans and cooperative agreements), and Subrecipient shall take all
actions necessary to ensure that all Subrecipient's shall similaily certify and disclose
accordingly
Section 12 Conflict of Interest Subiecipient agrees to abide by the provisions of 24
CFR 84 42 and 570 611, which include, but are not limited to, the following
A Subrecipient shall maintain a written code or standards of conduct that govern the
performance of its officers, employees or agents engaged in the award and administration of
contracts supported by Federal funds
B No employee, officer 01 agent of Subrecipient shall participate m 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 CDBG-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 CDBG-assisted activity, either for themselves or those with
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whom they have business or immediate family ties, during their tenure or for a period of one (I)
year thereafter For purposes of this paragraph, a "covered person" includes any person who is
an employee, agent, consultant, officer, of elected or appointed official of City, Subrecipient, or
any designated public agency
D
Subrecipient certifies that no member, officer or employee of Subrecipient is an
officer or employee of City or member of any of its boards, commissions of committees or has
any interest or holdings, which could be affected by any actions taken in execution of this
Agreement
Section 13 Compliance with Law In the course of conducting the Program under this
Agreement, Subrecipient, its agents and employees, shall be bound by and coinply with all
applicable Federal, state and local laws and regulations
Section 14 Section 3 of the Housing and Community Development Act of 1968.
Subrecipient shall make every effort to provide training opportunities for low- and moderate -
income persons residing within the community where the Program is located and contracts
awarded to local businesses therein, to the greatest extent feasible as required under the
provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set
forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution
of this Agreement Compliance with the foregoing requirements shall be a condition of the
Federal financial assistance provided under this Agreement and binding on Subrecipient Failure
to fulfill these requirements shall subject Subrecipient, and its successors and assignees, to those
sanctions specified through which Federal assistance is provided Subrecipient certifies and
agrees that no contractual or other disability exists which would prevent compliance with these
requirements Subrecipient shall make every effort to ensure that all Program Activities funded
wholly or in part by CDBG fiumds shall provide equal employment opportunities for minorities
and women
Section 15. Amendment. This Agreement may be amended or modified only by written
agreement signed by the Parties, and the failure on the part of any Party to enforce any provision
of this Agieement shall not be construed as a waiver of the right to compel enforcement of such
provision or other provisions by such Party
Section 16 Tet mination and Suspension In accordance with 24 CFR 85 43,
suspension or termination of this Agreement may occur if the Subrecipient materially fails to
comply with any of the terms of this Agreement, which include, but are not limited to the
following
A Failure to comply with any of the rules, regulations or provisions referred to
herein, or such statutes, regulations, executive orders, and HUD guidelines, policies 01 directives
as may become applicable at any time,
B Failure, for any reason, of the Subrecipient to fulfill in a timely and proper
manner its obligations under this Agreement, or
C Ineffective or improper use of funds provided under this Agreement 01
D Submission by the Subrecipient to City reports that are incorrect or incomplete in
any material respect, 01
E Failure to take satisfactory corrective action as directed by City
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In accordance with 24 CFR 85 44, this Agreement may be terminated by City or Subrecipient, en
whole or in part, upon the giving of a written "Notice of Termination" at least thirty (30) days
prior to the date of termination specified in said Notice In the event this Agreement is
terminated, Subrecipient shall be compensated on a pro rata basis with respect to the percentage
of the Program completed as of the date of ternnination In no event, however, shall Subrecipient
receive more than the maximum specified compensation in this Agreement Upon expiration or
termination of this Agreement, Subrecipient shall transfer to City all CDBG funds on hand at the
time of expiration/termination and any accounts receivable attributable to the use of CDBG
fiends
Section 17 Joint Funding For programs in which there are sources of funds received
by Subrecipient from the private sector in addition to HUD/CDBG funds, Subrecipient shall
provide proof of such funding to City upon receipt of such funds City shall not reimburse for
any services provided by Subrecipient which are funded by other sources All restrictions and/or
requirements provided in this Agreement relative to accounting, budgeting, and reporting apply
to the total program regardless of funding sources The United States of America through HUD
may in the future place programmatic or fiscal limitations on CDBG funds not presently
anticipated Accordingly, the City reserves the right to amend this Agreement in order to take
account of actions affecting HUD program funding In the event of funding reduction, City may
reduce all or part of the budget and compensation payable to Subrecipient undei this Agreement,
and may, at its sole discretion, limit Subrecipient's authority to commit and spend funds, and
may restrict Subrecipient's use of both its uncommitted and its unspent funds Where HUD has
directed or requested City to implement a reduction in funding, with respect to funding for this
Agreement, the City Manager 01 his designee, may act for City in inmplementing and effecting
such a reduction by amending this Agreement for such purpose
Section 18 Indemnification Subrecipient shall indemnify defend and hold harmless
the City, and its elected and appointed officials, officers, agents, employees, and consultants
from all liability, from loss, damage or injury to persons or property, including the payment by
Subrecipient of any and all legal costs and attorneys' fees in any manner arising out of or
incidental to the performance by Subrecipient, and/or its employees and agents, of this
Agreement, including, but not limited to, all consequential damages to the maximum extent
permitted by law
Section 19 Independent Conti actor Nothing contained in this Agreement is intended,
or shall be construed in any manner to create or establish the relationship of employer/employee
between City and Subrecipient Subrecipient shall at all tines remain an independent contractor
with respect to the Program Activities to be performed under this Agreement
Section 20. Assignment. No assignment of the Agreement of of any part or obligation
of performance hereundei shall be made, either in whole or in part, by Subrecipient without the
prior written consent of City
Section 21. Governing Law. The laws of the State of California shall govern the rights,
obligations, duties and liabilities of the Parties and shall also govern the interpretation of this
Agreement
Section 22 Attar tie\ s' Fees If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this Aareeinient, the
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prevailing Party shall be entitled to its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party, and all costs of the action, which may be set by the Court in the same
action or in a separate action brought for that purpose, in addition to any other relief to which the
Parties may be entitled
Section 23. Entire Agreement. This Agreement represents the entire agreement
between City and Subrecipient, and supersedes all prior negotiations, representations or
agreements, either written or oral, with respect to the subject matter hereof
Section 24 Handbook Receipt Certification. Subrecipient certifies that it has
received the HUD published "Playing by the Rules — A Handbook for CDBG Sub! ecrpreni s on
Adnunrstr alive Systems" in either print or electronic format from City Subrecipient further
certifies and agrees that it is Subrecipient's obligation under this Agreement to read and
understand the Handbook
Section 25. Notices. Any and all notices, demands, invoices, and written
communications between the Parties shall be addressed as set forth in this paragraph The below
named individuals, furthermore, shall be those persons primarily responsible for the performance
by the Parties under this Agreement, unless otherwise modified by subsequent written notice
Subrecipient Representative
P T McEwen, CEO
Boys & Girls Clubs of Greater Redlands -Riverside
1251 Clay St
Redlands, CA 92374
City Representative
Janet Miller, Project Manager 11
Development Services Department
City of Redlands
P O Box 3005
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail
Changes may be made in the names and addresses of the person to whom notices and payments
are to be given by giving notice pursuant to this section
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CITY SUBRECIPIENT
6Lcd,rg40,ew_,t/
Charles M Duggan, Jr
City Manager
ATTEST
Jeyrle Donaldson
City Clerk
P T McEwen
CEO
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