HomeMy WebLinkAboutContracts & Agreements_192-2020CITY OF REDLANDS
COMMUNITY DEVELOPMENT BLOCK GRANT -CV
SUBRECIPIENT AGREEMENT
This agreement for the provision of Community Development Block Grant -CV ("CDBG-
CV") fiinding ("Agreement") is made and entered into this 11t day of September, 2020
("Effective Date"), by and between the City of Redlands, a California municipal corporation and
general law city ("City") and Family Service Association, 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 and its
Department of Community Development and Housing ("CDH") to execute City's Community
Development Block Grant ("CDBG") program under the Housing and Community Development
Act of 1974, as amended (the "Act"); and
WHEREAS, Subrecipient operates a program which is an eligible CDBG and CDBG-CV
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, titled "Senior
Nutrition Program at the Redlands Senior Center," (the "Program") is beneficial by helping to
prevent, prepare for, and respond to the COVID-19 pandemic, thereby limiting the spread of the
coronavirus in the community, particularly among the low- and moderate -income residents of
City; and
WHEREAS, Subrecipient proposes to offer the Program to qualified low- and moderate -
income residents of City who have been affected by the coronavirus;
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. The term of this Agreement shall commence on its Effective Date and
shall terminate on June 30, 2022 (the "Term"). The Term may be extended by City's City
Manager, in accordance with law, should additional time for auditing the Program be required.
B. Program Delivery. Subrecipient shall be responsible for administering the
Program in a manner satisfactory to HUD, CDH, and City, and consistent with any standards
required as a condition of City providing Subrecipient with CDBG-CV funds. The Program will
include the following activities ("Activities") eligible under the CDBG—CV funding program:
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Activity#1: Senior Nutrition Program at the Redlands Senior Center. Provide
nutritionally balanced meals for pickup by seniors at the Redlands Senior Center Monday —
Friday. CDBG-CV funds shall be used to fund a portion of the program personnel costs to
administer the program and to purchase the food for preparation and distribution as a direct result
of the inability to provide the daily group meal services at the Redlands Senior Center due to the
COVID-19 pandemic.
C. Eligible Service Area. Only CDBG-CV eligible expenses associated with
providing the Activities described in this Agreement 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 in the scope of the
Activities without the prior written 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-CV funds must be
expended for the purpose of assisting in the prevention and or spreading of the coronavirus and
meet one of the CDBG program's National Objectives: benefit low- and moderate -income
persons; aid in the prevention or elimination of slums or blight; or meet community development
needs having a particular urgency, as defined in 24 CFR 570.208. Subrecipient represents to City
and certifies that the Activities carried out under this Agreement shall meet the National
Objective of benefiting Low- to Moderate Income Clientele (LMC) 570.208(a) (2) (i) (B)
F. Goals and Performance Measures. Subrecipient shall provide the following levels
of Program Activities during the Term of this Agreement:
Activity Total Units/Year Matrix Code
Senior Services 273 Clients/Year 05A Senior Services
Section 2. Compensation and Payment.
A. Compensation. City shall pay Subrecipient a "not -to -exceed" amount of Seventy -
Five Thousand Dollars ($75,000.00).
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 September 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, herein and in accordance with performance.
Line Item
Amount
Personnel Costs
$20,000.00
Consumable Supplies
$55,000.00
D. Payment Procedures. Subrecipient shall provide City with quarterly invoices.
City will review the quarterly invoices and expenditure information submitted by Subrecipient to
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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) calendar days. Should City
determine that Subrecipient has not performed its obligations as stated in this Agreement in a
satisfactory manner, or if City determines that insufficient supporting information has been
submitted, City shall notify Subrecipient in writing within fifteen (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
invoice, as applicable. Failure of Subrecipient to respond in writing within thirty (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.
B. 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-CV 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 Activities permitted under this Agreement
and shall reduce requests for additional ftmds 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 Record Keening.
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
under this Agreement. Such records shall include but not be limited to:
1. Records providing a fiill description of each Activity undertaken;
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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 Activities;
4. Records required to document the acquisition, improvement, use or
disposition of real property acquired or improved with CDBG-CV
assistance;
5. Records documenting compliance with the fair housing and equal
opportunity components of the CDBG-CV program;
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
provided. Such information shall be made available to HUD, CDH, or City representatives for
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 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 City), and determining the custodianship of records. Not withstanding the
foregoing, the terms of this Agreement shall remain in effect during any period that Subrecipient
has control over CDBG-CV funds, including Program income.
D. Quarterly Performance Report. Subrecipient shall prepare and submit quarterly
reports regarding Program accomplishments as required by HUD, CDH, or 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 make available to HUD, CDH, or City all
books and records 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, work 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 manner
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 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 fiilly cleared by Subrecipient
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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 Program Activities under
this Agreement until it has obtained all insurance required hereunder with a company or
companies acceptable to City, nor shall Subrecipient allow any of its subcontractors to
commence any Activities until all insurance required of Subrecipient and its subcontractor have
been obtained. Subrecipient and its subcontractors shall 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
employer to be insured against liability for workers compensation or 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 fall 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 ($1,000,000) 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
($1,000,000) per occurrence, combined single limit for bodily injury liability and property
damage liability. This coverage shall include all Subrecipient owned vehicles used to conduct
Subrecipient Activities, hired 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 wider subsections B and C of this Section 5 shall name
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as additional insured's City, and its elected and appointed 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 insurer 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 famish City with copies of all such policies and
endorsements promptly upon receipt of them. A "Certificate of Insurance" showing the
additional named insureds 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
described in 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. Procurement.
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 Reversion of Assets. The use and disposition of real property and
equipment under this Agreement shall be in compliance with the requirements 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, or termination.
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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 $25,000 shall be used to meet one
of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after
expiration of this Agreement (or such longer period of time as the City deems appropriate). If
Subrecipient fails to use CDBG-CV 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-CV funds for acquisition of, or improvement to, the property. Such
payment shall constitute program income to City. Subrecipient may retain real property acquired
or improved 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, in 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 -Discrimination.
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, color 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, color or national origin, be
excluded from participation in, be denied the benefits of, or be subject to discrimination under
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 for 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
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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
which 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 or her disability, be
excluded from the participation in, be denied the benefits of, or 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 Service.
Section 10. Religious Proselytizing or Political Activity. Subrecipient shall not perform
or permit any religious proselytizing or political activities prohibited by 24 CFR 570.2000) 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 in
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 fiords have been paid or will be paid
to any person for 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 or 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 similarly certify and disclose
accordingly.
Section 12. Conflict of Interest. 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. 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.
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B. No employee, officer or agent of 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 CDBG-CV-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 CDG-CV-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 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 or 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. hi the course of conducting the Program under this
Agreement, Subrecipient, its agents and employees, shall be bound by and comply with all
applicable Federal, state, City, 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-CV funds 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 of any Party to enforce any provision of this
Agreement shall not be construed as a waiver of the right to compel enforcement of such
provision or other provisions by such Party.
Section 16. Termination 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:
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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 or 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; or
D. Submission by the Subrecipient to City reports that are incorrect or incomplete in
any material respect; or
E. Failure to take satisfactory corrective action as directed by City.
In accordance with 24 CFR 85.44, this Agreement may be terminated by City or Subrecipient, in
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 termination. 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-CV finds on hand at
the time of expiration/termination and any accounts receivable attributable to the use of CDBG-
CV funds.
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-CV 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-CV funds not presently
anticipated. Accordingly, the City reserves the right to amend this Agreement in order to take
account of actions affecting HUD program finding. In the event of finding reduction, City may
reduce all or part of the budget and compensation payable to Subrecipient under 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 or his designee, may act for City in implementing and effecting
such a reduction by amending this Agreement for such purpose.
Section 18. Defense and Indemnification. Subrecipient shall , defend, indemnify, and
hold harmless City, and its elected and appointed officials, officers, agents, employees, and
consultants, from any and 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.
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Section 19. Independent Contractor. 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 times remain an independent contractor
with respect to the Program Activities to be performed trader this Agreement.
Section 20. Assignment. No assignment of the Agreement or of any part or obligation of
performance hereunder 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. Attorneys' 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 Agreement, the
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 Subrecipient's on
Administrative 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 notice or other communication required, or which may be
given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered
(i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail,
with return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously
by first class, certified, registered or express mail; in each case properly posted and fully prepaid
to the appropriate address set forth below, or such other address as a Party may provide notice in
accordance with this section:
CITY REPRESENTATIVE:
Janet Miller, Project Manager II
Development Services Department
City of Redlands
P.O. Box 3005
Redlands, CA 92373
Phone: (909) 335-4755 x 9
Fax: (909) 792.8715
jamiller@cityofredlands.org
SUBRECIPIENT REPRESENTATIVE:
Shannon Gonzalez, Chief Program Officer
Family Service Association
21250 Box Springs Rd., Suite 212
Moreno Valley, CA 92557
Phone: (951) 686-1096
Fax: (951) 276-9542
shannon.gonzalez@fsaca.org
Page 11 of 12
Doc ID: 455e421fidc7ba176ed356a5fb57fed481967a59
CITY:
elt-11-�Nae-11- �'
Charles M. Duggan, Jr., Ci y Manag
ATTEST:
e Donaldson, City Clerk
SUBRECLPIENT:
Shannon Gonzalez, Chief Program Officer
Page 12 of 12
Doc ID: 455e421fldc7ba176ed356a5fb57fed481967a59
vHELLosiGN
Audit Trail
TITLE CDBG-CV Subrecipient Agreement - City of Redlands
FILE NAME FSA CDBG-CV PSA A... Senior Meals.pdf
DOCUMENT ID 455e421 f1 dc7ba176ed356a5fb57fed481967a59
AUDIT TRAIL DATE FORMAT MM / DID / YYYY
STATUS Completed
Document History
0 08 / 26 / 2020 Sent for signature to Shannon Gonzalez
SENT 18:03:47 UTC (shannon.gonzalez@fsaca.org) from dsd01 @cityofredlands.org
IP: 173.51.36.178
0 08 / 26 / 2020 Viewed by Shannon Gonzalez (shannon.gonzalez@fsaca.org)
VIEWED 18:56:48 UTC IP: 99.203.2.37
-k-1 08 / 28 / 2020 Signed by Shannon Gonzalez (shannon .gonzalez@fsaca.org)
SIGNED 14:47:04 UTC IP: 99.203.3.133
G 08 / 28 / 2020 The document has been completed.
CDMPLETED 14:47:04 UTC
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