HomeMy WebLinkAboutContracts & Agreements_148B-2025CITY OF REDLANDS
COMMUNITY DEVELOPMENT BLOCK GRANT
COMMUNITY BASED ORGANIZATION AGREEMENT
This agreement for Community Development Block Grant ("CDBG") funding
("Agreement") is made and entered into this I" day of July 2025 ("Effective Date"), between the
City of Redlands, a California municipal corporation ("City") and Partners Against Violence, a
non-profit organization ("Community Based Organization"). City and Community Based
Organization 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, hereinafter 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, Community Based Organization 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 Community Based Organization recognize that Community Based
Organization's program entitled "Support for Victims of Violence Program" (the "Program") is
beneficial to the well being of low- and moderate -income residents of City; and
WHEREAS, Community Based Organization proposes to offer the Program to qualified
low- and moderate -income residents of City;
NOW, THEREFORE, in consideration of the mutual promises contained herein, City and
Community Based Organization agree as follows:
AGREEMENT
Section 1. Term and Scone of Services.
A. Term of Agreement. The term of this Agreement is July 1, 2025, through May 30,
2026.
B. Program Delivery. Community Based Organization will be responsible for
administering a Program in a manner satisfactory to HUD, CDH, and City and consistent with
any standards required as a condition of City providing Community Based Organization with
CDBG funds. The program will include the following activities ("Activities") eligible under the
CDBG program:
Activity ##1_ Provide a supportive service for victims of violence program to include
individual crisis response and intervention services, including telehealth counseling will be
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provided to approximately 30 low- and moderate- income persons and victims of violent crimes.
Individual crisis response and intervention activities include court and medical accompaniment,
in -person and telephone crisis response, in -person individual and group counseling, and
telehealth counseling.
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. The Community Based Organization shall not make any
changes in the scope of the Activities without prior written authorization from City. Upon receipt
of a request by Community Based Organization, the City Manager, or his or her authorized
designee, may amend the scope of the Activities by written agreement with Community Based
Organization, provided that such amendment shall not increase Community Based
Organization's compensation or violate Federal regulations.
E. National Objectives. All Activities funded with CDBG funds must 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. Community Based Organization 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) and Battered Spouses
570.208(a) (2) (i) (A).
F. Goals and Performance Measures. Community Based Organization agrees to
provide the following levels of Program Activities during the 2025-2026 program year:
Activity Total Units/Year Matrix Code
Supportive Services 30 Clients/Year - 05G Battered and Abused Spouses
Section 2. Compensation and Payment.
A. Compensation. City shall pay Community Based Organization a "not -to -exceed"
amount of Nine Thousand Three Hundred Forty Dollars ($9,340.00).
B. Reimbursement. It is the intent of City in entering into this Agreement to
acknowledge that the funds expended by Community Based Organization in the performance of
its Program, from and after July 1, 2025, 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 $9,340
D. Payment Procedures. Community Based Organization shall provide City with
monthly invoices submitted no later than the 1 oth of the following month. The final invoice shall
be submitted to the City no later than June 10, 2026.
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City will review the monthly invoices and expenditure information submitted by
Community Based Organization to determine that the Activities performed, and expenditures
made, are consistent with the approved budget and this Agreement. The 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 Community Based Organization 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
Community Based Organization in writing within 10 business days of receipt of the
reimbursement invoice of its determination specifying in detail the objections which City has to
Community Based Organization's performance or expenses and the additional information
needed to process the invoice, as applicable. Failure of Community Based Organization 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. The City reserves the right to reduce the grant
allocation to Community Based Organization when City's fiscal monitoring indicates that
Community Based Organization'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
Community Based Organization.
Section 3. Financial Management.
A. Accounting Standards. Community Based Organization shall comply with 2 CFR
200 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. Community Based Organization shall administer its program in
conformance with Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for All Federal Awards, 2 CFR 200 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, Community Based Organization will
develop an indirect cost allocation plan for determining the appropriate Community Based
Organization's share of administrative costs and shall submit such plan to City for approval, in a
form specified by City.
D. Program Income. Community Based Organization 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 Community
Based Organization shall comply with the requirements set forth in 24 CFR 570.504. By way of
further limitation, Community Based Organization may use such income during the contract
period for Activities 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 Record Keening.
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A. Records to be Maintained. Community Based Organization 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, as found on the www.hudexchange.info in "Playing
By the Rules: Recordkeeping and Reporting Requirements". 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 Activities;
4. Records required to document the acquisition, improvement, use or
disposition of real property acquired or improved with CDBG assistance;
5. Records documenting compliance with the fair housing and equal
opportunity components of the CDBG 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 Uniform
Administrative Requirements, Cost Principles, and Audit Requirements
for All Federal Awards, 2 CFR 200
8. Other records necessary to document compliance with Subpart K of 24
CFR Part 570.
B. Client Data. Community Based Organization 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. Community Based Organization'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 Community Based Organization has control over CDBG funds, including Program income.
D. Quarterly Performance. Community Based Organization shall prepare required
monthly reports and submit them no less than quarterly 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. Community Based Organization 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,
docurnents, proceedings, and Activities related to this Agreement for a period of five (5) years
from the date of final payment under this Agreement. Community Based Organization shall
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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 Community Based Organization 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 fully
cleared by Community Based Organization within 30 days after receipt by Community Based
Organization. Failure of Community Based Organization to comply with the above audit
requirements will constitute a violation of this Agreement and may result in the withholding of
future payments. Community Based Organization hereby agrees to have an annual agency audit
conducted in accordance with current City policy concerning Community Based Organization
audits and Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
All Federal Awards, 2 CFR 200.
Section 5. Indemnification. Community Based Organization agrees to indemnify,
defend (with counsel reasonably approved by COUNTY) and hold harmless COUNTY and its
authorized officers, employees, agents and volunteers from any and all claims, actions, losses,
damages, and/or liability arising out of this Contract from and cause whatsoever, including the
acts, errors or omissions of any person and for any costs or expenses incurred by COUNTY on
account of any claim therefore, except where such indemnification is prohibited by law. This
indemnification provision shall apply regardless of the existence or degree of fault of
indemnitees.
Community Based Organization shall indemnify, defend and hold harmless COUNTY and its
respective authorized officers, employees, agents and volunteers from any liability, claims,
losses, demands, and actions incurred by COUNTY as a result of the determination by HUD or
its successor that activities under taken by each of Community Based Organization under the
program(s) fail to comply with any laws, regulations or policies applicable thereto or that any
funds billed by and disbursed to Community Based Organization under this Contract were
improperly expended. This Section shall survive the termination of this Contract.
Section 6. Insurance. Community Based Organization 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 allow any of its subcontractors to commence any
Activities for the Program until all insurance required of Community Based Organization and its
subcontractor have been obtained. Without in any way affecting the indemnity herein provided
and in addition thereto, Community Based Organization shall secure and maintain throughout the
Contract the following types of insurance with limits as shown during the term of this Agreement
as follows:
A. Worker's Compensation Insurance - Community Based Organization shall furnish
to City a copy of its policy of insurance as proof of Workers' Compensation insurance or a state -
approved Self -Insurance Program in an amount and form to meet all applicable requirements of
the Labor Code of the State of California, including Employers' Liability with $250,000 limits
covering all persons, including volunteers providing services on behalf of Community Based
Organization, and all risks to such persons under this Contract.
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If Community Based Organization has no employees, it may certify or warrant to COUNTY that
it does not currently have any employees or individuals who are defined as "employees" under
the Labor Code and may request a waiver by the COUNTY's Risk Management Division for the
requirement for Workers' Compensation Insurance. Waiver approval is at the sole discretion of
the COUNTY's Director of Risk Management on a case -by -case basis.
With respect to Community Based Organizations that are non-profit corporations organized
under California or federal law, volunteers for such entities are required to be covered by
Workers' Compensation Insurance.
B. Commercial/General Liability Insurance — Community Based Organization shall
carry General Liability Insurance covering all operations performed by or on behalf of
Community Based Organization providing coverage for bodily injury and property damage with
a combined single limit of not less than $1,000,000, per occurrence. The policy coverage shall
include: premises operations and mobile equipment; products and completed operations; broad
form property damage (including completed operations); explosion, collapse, and underground
hazards; personal injury; contractual liability; $2,000,000 general aggregate limit. Certificates of
insurance and endorsements shall be delivered to the City prior to commencement of the
Program.
C. Automobile Liability Insurance - Primary insurance coverage shall be written on
ISO Business Auto coverage form for all owned, hired, and non -owned automobiles or symbol 1
(any auto). The policy shall have a combined single limit of not less than $1,000,000 for bodily
injury and property damage, per occurrence.
If Community Based Organization is transporting one or more non -employee passengers in
performance of contract services, the automobile liability policy shall have a combined single
limit of $2,000,000 for bodily injury and property damage per occurrence.
If owns no autos, a non -owned auto endorsement to the General Liability policy described above
is acceptable.
D. Umbrella Liability Insurance — An umbrella (over primary) or excess policy may
be used to comply with limits or other primary coverage requirement. When used, the umbrella
policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall
include a "dropdown" provision providing primary coverage for any liability not covered by the
primary policy. The coverage shall also apply to automobile liability.
E. Additional Insured — All policies, except for Workers' Compensation, Errors and
Omissions and Professional Liability policies, shall contain additional endorsements naming
COUNTY and its officers, employees, agents, and volunteers as additional insureds with respect
to liabilities arising out of the performance of services hereunder. The additional insured
endorsements shall not limit the scope of coverage for the COUNTY to vicarious liability but
shall allow coverage for the COUNTY to the full extent provided by the policy. Such additional
insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form
ISO, CG 2010.11 85 (form provided by the COUNTY's Risk Management, if requested).
F. Waiver of Subrogation Rights — Community Based Organization shall require the
carriers of the above required coverages to waive all rights of subrogation against COUNTY, its
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officers, employees, agents, volunteers, Community Based Organization s and sub-S Community
Based Organization s. All general or auto liability insurance coverage provided shall not prohibit
Community Based Organization and Community Based Organization's employees or agents
from waiving the right of subrogation prior to a loss or claim. Community Based Organization
hereby waives all rights of subrogation against the COUNTY.
G. Policies Primary and Non -Contributory — All policies required above are to be
primary and non-contributory with any insurance or self-insurance programs carried or
administered by COUNTY.
H. Severability of Interests — Community Based Organization agrees to ensure that
coverage provided to meet these requirements is applicable separately to each insured and there
will be no cross -liability exclusions that preclude coverage for suits between Community Based
Organization and the COUNTY or between the COUNTY and any other insured or additional
insured under the policy.
I. Acceptability of Insurance Carrier — Unless otherwise approved by Risk
Management, insurance shall be written by insurers authorized to do business in the State of
California and with a minimum "Community Based Organization" Insurance Guide rating of "A-
VIL"
J. Deductibles and Self -Insured Retention — Any and all deductibles or self -insured
retentions in excess of $10,000 shall be declared to and approved by COUNTY's Risk
Management.
K. Failure to Procure Coverage — In the event that any policy of insurance required
under this contract does not comply with the requirements, is not procured, or is canceled and not
replaced, CITY has the right but not the obligation or duty to cancel the contract or obtain
insurance if it deems necessary and any premiums paid by CITY will be promptly reimbursed by
Community Based Organization or CITY payments to Community Based Organization will be
reduced to pay for CITY -purchased insurance.
Section 6. Compliance with Federal Laws. Community Based Organization 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) Community Based Organization does not assume City's
environmental responsibilities described in 24 CFR 570.604. and (2) Community Based
Organization does not assume City's responsibility for initiating the review process under the
provision of 24 CFR Part 52. Community Based Organization also shall comply with all other
applicable Federal, state, and local laws, regulations, and policies governing the funds provided
under this Agreement. Community Based Organization further shall utilize funds available
under this Agreement to supplement rather than supplant funds otherwise available.
Section 7. Procurement.
A. Compliance. Community Based Organization 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.
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All Program assets (unexpended program income, property, equipment, etc.) shall revert to City
upon termination of this Agreement.
B. Uniform Administrative Requirements. Unless specified otherwise in this
Agreement, Community Based Organization shall procure all materials, property, or services in
accordance with the requirements of 2 CFR 200.
C. Use of Funds for Entertainment, Meals, Gifts, or Fundraising Activities.
Community Based Organization shall not use funds provided pursuant to this Agreement to pay
for entertainment, meals, gifts or fundraising activities.
D. Travel. Community Based Organization 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 2 CFR 200 and
24 CFR 570.502. 570.503, and 570.504, as applicable, which include but are not limited to the
following:
A. Community Based Organization 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.
B. Real property under Community Based Organization'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 Community Based Organization fails to use CDBG-assisted real property in a
manner that meets a CDBG National Objective for the prescribed period of time, Community
Based Organization 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. Community Based Organization may retain real property acquired or improved wider
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 Community Based Organization 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. Community Based Organization shall comply with Executive Order 11246 which
requires that during the performance of this Agreement, and Community Based Organization
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
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following: employment, upgrading, demotion, or transfer, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. Community Based
Organization shall post in conspicuous places, available to employees and applicants for
employment, notices to be provided by and Community Based Organization setting forth the
provisions of this nondiscrimination clause.
B. Community Based Organization 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, color, religion, sex (including pregnancy,
sexual orientation, or gender identity), national origin, age (40 or older), disability, or genetic
information (including family medical history), 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. Community Based Organization 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. Community Based Organization shall comply with the Age Discrimination Act of
1975 which requires that, during the performance of this Agreement, and Community Based
Organization 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. Community Based Organization shall post in conspicuous places,
available to employees and applicants for employment, notices to be provided by Community
Based Organization setting forth the provisions of this age discrimination clause.
E. Community Based Organization 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. Community Based
Organization 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.
Community Based Organization 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. Community Based Organization
certifies, to the best of its knowledge and belief, that:
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A. No federal appropriated funds have been paid or will be paid, by or on behalf of
Community Based Organization, 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 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. Community Based Organization 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
Community Based Organization shall take all actions necessary to ensure that all Community
Based Organization's shall similarly certify and disclose accordingly.
Section 12. Conflict of Interest. Community Based Organization agrees to abide by the
provisions of 2 CFR 200 and 570.611, which include, but are not limited to, the following:
A. Community Based Organization 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, or agent of Community Based Organization 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-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
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, Community
Based Organization, or any designated public agency.
D. Community Based Organization certifies that no member, officer, or employee of
Community Based Organization 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. In the course of conducting the Program under this
Agreement, Community Based Organization, its agents and employees, shall be bound by and
comply with all applicable Federal, state, and local laws and regulations.
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Section 14. Section 3 of the Housing and Community Development Act of 1968.
Community Based Organization 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
Community Based Organization. Failure to fulfill these requirements shall subject Community
Based Organization, and its successors and assignees, to those sanctions specified through which
Federal assistance is provided. Community Based Organization certifies and agrees that no
contractual or other disability exists which would prevent compliance with these requirements.
Community Based Organization shall make every effort to ensure that all Program Activities
funded wholly or in part by CDBG 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 on the part 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 2 CFR 200, suspension or
termination of this Agreement may occur if the Community Based Organization 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 or directives
as may become applicable at any time;
B. Failure, for any reason, of the Community Based Organization 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 Community Based Organization to City reports that are
incorrect or incomplete in any material respect; or
E. Failure to take satisfactory corrective action as directed by City.
Iu accordance with 2 CFR 200, this Agreement may be terminated by City or Community Based
Organization, 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, Community Based Organization 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 Community Based Organization receive more than the maximum specified
compensation in this Agreement. Upon expiration or termination of this Agreement, Community
Based Organization 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 funds.
Section 17. Joint Funding. For programs in which there are sources of funds received by
Community Based Organization from the private sector in addition to HUD/CDBG funds,
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Community Based Organization shall provide proof of such funding to City upon receipt of such
funds. City shall not reimburse for any services provided by Community Based Organization
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 Community Based Organization under this Agreement, and
may, at its sole discretion, limit Community Based Organization's authority to commit and spend
funds, and may restrict Community Based Organization'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. Indemnification. Community Based Organization 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 Community Based Organization of any and all legal costs and attorneys' fees, in
any manner arising out of or incidental to the performance by Community Based Organization,
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 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 Community Based Organization. Community Based Organization shall at all
times remain an independent contractor with respect to the Program Activities to be performed
under 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 Community Based
Organization 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 Community Based Organization, and supersedes all prior negotiations, representations,
or agreements, either written or oral, with respect to the subject matter hereof.
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Section 24. Handbook Receipt Certification. Community Based Organization certifies
that it has received the HUD published "Playing by the Rules — A Handbook for CDBG
Subrecipients on Administrative Systems (March 2005)" in either print or electronic format as
found at the HUD website www.hudexchange.info. Community Based Organization further
certifies and agrees that it is Community Based Organization'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:
Community Based Organization Representative:
Cassandra Black, Executive Director of Operations
Partners Against Violence
444 N. Arrowhead Ave., Suite 101
San Bernardino, CA 92401
City Representative:
Tricia Munoz, Management Analyst
Development Services Department
City of Redlands
P.O. Box 3005
Redlands, CA 92373
With a copy of such to CDH/COUNTY:
Bryan Anderson, CDH Supervising Analyst
San Bernardino County
Community Development and Housing Department
560 E. Hospitality Lane, Suite 200
San Bernardino, CA 92415-0043
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 OF REDLANDS
Charles M. Duggan, Jr.
City Manager
FARM WIN
Jedl6e Donaldson
City Clerk
PARTNERS AGAINST VIOLENCE
Cassandra Black
Executive Director of Operations
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