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HomeMy WebLinkAboutContracts & Agreements_148F-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"), Girls on the Run, 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 "Girls on the Run" (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 Scope 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 an 8-10 week program for approximately 40 girls ages 844 from low -to moderate income households to empower themselves, improve physical activity, adopt healthy behaviors, boost their confidence, and develop positive connections by creating a 5K run event. Page 1 of 14 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) . F. Goals and Performance Measures. Community Based Organization agrees to provide the following levels of Program Activities during the 2025-2026 program year: Activi Total Units/Year Matrix Code Supportive Services 40 Clients - 05D Youth Services 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 $4,320.00 Consumable Supplies $3,890.00 Equipment $ 250.00 Other $ 880.00 D. Payment Procedures. Community Based Organization shall provide City with monthly invoices submitted no later than the 1Oth of the following month. The final invoice shall be submitted to the City no later than June 10, 2026. Page 2 of 14 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. Page 3 of 14 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: l . 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 r cnian- traf�in nt e ' .d. Such data shall _ix di ut 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, documents, 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 Page 4 of 14 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. Page 5 of 14 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. Tf f nmrr+urny, B trampnrting_.one_or more _lion -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 awns no autos, a non -owned auto endorsement to the General Liability policy described above is acceptable. D. Umbrella Liabili . 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 officers, employees, agents, volunteers, Community Based Organization s and sub-S Community Page 6 of 14 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 minirmun "Community Based Organization" Insurance Guide rating of "A- VII." 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. All Program assets (unexpended program income, property, equipment, etc.) shall revert to City upon termination of this Agreement. Page 7 of 14 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 tennination. 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 expiration-.Lams-Agreemen. (or such-longaLp-g1ji-od of time as the City deeins 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 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 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 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 Page 8 of 14 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 570.200(j) 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: 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 Page 9 of 14 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. mpinyee,._officer,._or_,agent of Community Based _QrWization 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. 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 - Page 10 of 14 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. In 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 Programcompletedas 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, Community Based Organization shall provide proof of such finding 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 Page 11 of 14 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 fiords, 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 Parry, 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. 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 Page 12 of 14 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: Molly Widdicombe, Council Director Girls on the Run PO Box 21044 Riverside, CA 92516 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. [SIGNATURES ON NEXT PAGE] Page 13 of 14 CITY OF REDLANDS Charles M. Duggan, Jr. City Manager ATTEST: J Donaldson Clerk GIRLS ON THE RUN U) ar, Molly iddieo be Council Dire or Page 14 of 14