AMENDMENT NO. 1
TO THE
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
TAMJAC, LLC.
In accordance with the “Agreement for Professional Consulting Services” dated July 24, 2024, (“Agreement”), by and between the City of Cathedral City, a municipal corporation (“City”) and TAMJAC, LLC., a consulting firm (“Consultant”), and in accordance with Section 27 of the Agreement, entitled, “Amendments”, this Amendment Number No. 1 to the Agreement is made and entered into this 1st day of July, 2025, (“Effective Date”).
RECITALS
A. Consultant currently provides the City with On-Call Administrative Support Services for the Community Development Block Grant Program
B. City desires to amend the Agreement as per Section 1, to: extend the term of the Agreement one (1) year, commencing on the Effective Date.
C. Section 36. Federal Funds has been added to the City’s standard agreements when a project or program in funded in whole or in part by a Community Development Block Grant. This amendment will include Section 2. Federal Funds and Exhibit “D” “Community Development Block Grant Provisions”.
NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:
Section 1. The agreement termination date as set forth in the Agreement is hereby amended such that it shall expire at the end of business day on July 24, 2026 (Expiration Date). Following this one (1) year extension, the option to extend the Agreement for one (1) additional year, commencing after the Expiration Date, remains in effect per the terms outlined in the Agreement.
Section 2. Federal Funds The Services are funded either in whole or in part by a Community Development Block Grant (CDBG). Subrecipient shall comply with the requirements of Exhibit “D” “Community Development Block Grant Provisions.
Section 3. Except as specifically amended by this Amendment No. 1, the remaining terms of the Agreement shall remain in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control.
SUMMARY:
Amendment No. 1 extends the contract end date to July 24, 2026 , and revises the Agreement to include updated Community Development Block Grant funding provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement No. 1 to be executed as of the date first written above.
CITY OF CATHEDRAL CITY TAMJAC, LLC.
By: Charles P. McClendon By: Tammy Jackson
City Manager Owner
ATTEST:
By: Tracey R. Hermosillo, CMC By:
City Clerk
By: Eric S. Vail
City Attorney
EXHIBIT “D”
COMMUNITY DEVELOPMENT BLOCK GRANT PROVISIONS
EXHIBIT D
COMMUNITY DEVELOPMENT BLOCK GRANT PROVISIONS
This Agreement, is entered in duplicate on the dates set forth below by and between the CITY of CATHEDRAL CITY, a California charter city, as RECIPIENT, (hereinafter referred to as “CITY”), and TAMJAC, LLC. (hereinafter referred to as “SUBRECIPIENT.”)
PURPOSE
This Agreement sets forth the responsibilities of CITY and SUBRECIPIENT in accomplishing the objectives of the United States Department of Housing and Urban Development (HUD) Community Development Block Grant as set forth in the Housing and Community Development Act of 1974, (hereinafter referred to as “CDBG”), as amended, Public Law 93-383. The CDBG program and funds related thereto are referred to from time to time as the “CDBG” PROGRAM or “CDBG FUNDS”.
CITY agrees to engage the services of SUBRECIPIENT, and SUBRECIPIENT agrees to perform the services for CITY hereinafter described, for the compensation, during the term, and otherwise subject to the covenants and conditions hereinafter set forth.
1. SUBRECIPIENT’s Services
SUBRECIPIENT agrees to perform during the term of this Agreement, all tasks, obligations, and services set forth in the “Scope of Servi ces” attached to this Agreement as Exhibit A and incorporated into this Agreement by this reference.
2. Payment for Services
CITY shall pay SUBRECIPIENT for the ser vices performed by SUBRECIPIENT pursuant to the terms of this Agreement the compensatio n set forth in the “Schedule of Compensation” attached hereto as Exhibit “B.” The co mpensation shall be paid at the time and manner set forth in Exhibit “B.”
3. Availability of Funds/Modifications
CITY’s provision of funding to SUBRECIPIEN T pursuant to this Agreement is contingent on the availability of CDBG FUNDS and continued federal authorization for CDBG PROGRAM activities and is subject to amendmen t or termination due to lack of funds or authorization. This Agreement is subject to written modification and termination as necessary by CITY in accordance wit h requirements contained in any future Federal legislation, regulations or CITY policy. All other modifications must be in written form and approved by both parties.
4. Obligation of Funds
SUBRECIPIENT shall not obligate any funds, incur any costs, or initiate identified project(s), which are the subject of the Agreement, until all environmental review has been completed and certified by CITY’s Community Development Department and CITY has issued a written “Authorization to Obligate Funds and Incur Costs.”
5. Term of Agreement
The term of this Agreement shall be from July 24, 2025 through July 24, 2026.
6. Time for Performance
SUBRECIPIENT shall not perform any work under this Agreement until (i) SUBRECIPIENT furnishes proof of insurance as required under Section 20 of this Agreement, and (ii) CITY gives SUBRECIPIENT a written, signed and numbered purchase order or other Authorization to obligate funds and incur costs. All services required of SUBRECIPIENT under this Agreement shall be completed on or before the end of the term of the Agreement.
7. Designated Representative
(a) The CITY’s representative is as follows:
Name and Title: Charles P. McClendon, City Manager
Address: 68700 Avenida Lalo Guerrero, Cathedral City, CA 92234 E-mail Address: [email protected]
Telephone No.: 760-770-0372
(b) The SUBRECIPIENT’s representative, who shall be responsible for job performance, negotiations, contractual matters, coordination with the CITY Representative is as follows:
Name and Title: Tammy Jackson
Owner
Address: 21091 FM 507
Harlingen, TX 78550
E-mail Address: [email protected]
Telephone No.: (956)564-0477
The SUBRECIPIENT’s professional services shall be actually performed by, or shall be immediately supervised by, the SUBRECIPIENT’s representative.
8. Compliance
SUBRECIPIENT agrees that it undertakes hereby the same obligations to CITY that CITY has undertaken to HUD pursuant to CITY’s CDBG a pplication and certifications. The obligations undertaken by SUBRECIPIENT include, but are not limited to, the obligation to comply with all federal laws and regulations describe in Subpart K of 24 CFR Part 570 except, however, that the SUBRECIPIENT does not ass ume the CITY's environmental responsibilities under 24 CFR 570.604 or the responsibility for initiating the environme ntal review process under 24 CFR Part 52. and specifically, with each of the following:
a) The Housing and Community Development Act of 1974 (Public Law 93 -383) as amended, and legislative changes contained in the Housing and Urban -Rural Recovery Act of 1983; and the Housing and Community Development Act of 1987;
b) Final regulations of the Department of Housing and Urban Development relating to Community Development Block Grants (Title 24, Chapter V, Part 570 of the Code of Federal Regulations commencing with Section 570.1) dated September 6,1988; and revisions to 24 CFR Part 570 at Subpart J entitled “Grant Administration” and dated March 11, 1988;
c) Regulations of the Department of Housing and Urban Development relating to environmental review procedures for the Community Block Grant program (Title 24, Subtitle A, Part 58 of the Code of Federal Regulations, commencing at Section 58.1) except that SUBRECIPIENT does not assume CITY’s environmental responsibilities;
d) Title VI of the Civil Rights Act of 1964 (Public Law 88 -352) as amended; Title VIII of the Civil Rights Act of 1968 (Public Law 90-284) as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Section 3 of the Housing and Urban Development Act of 1968;Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086.; and HUD regulations heretofore issued or to be issued to implement these authorities relating to civil rights;
e) The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation policies. The Subrecipient shall provide relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are displaced as a direct result of acquisition, rehabilitation, demolition, or conversion for a CDBG-assisted project. The Subrecipient also agrees to comply with applicable CITY ordinances, resolutions, and policies concerning the displacement of persons from their residences;
f) Equal Employment Opportunity and Affirmative Action (EEO/AA); The SUBRECIPIENT will, in all solicitations or advertisements for employees placed by or on behalf of the SUBRECIPIENT, state that it is an Equal Opportunity or Affirmative Action employer;
g) Administrative regulations, including, but not limited to, 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, Final Guidance applicable to HUD Federal Award Recipients the uniform guidance supersedes, consolidates, and streamlines requirements from eight OMB circulars.
h) The following laws and regulations relating to preservation of historic places: Public Law 89-665 the Archaeological and Historical Preservation Act of 1974 (Public Law 93-291),
and Executive Order 11593 incl uding the procedures prescribed by Advisory Council on Historic Preservations in 36 Code of Federal Regulations, Part 800;
i) The Labor Standards Regulations set forth in Section 570.603 of 24 CFR Part 570; and HUD Handbook 1344.1;
j) Section 3 of the Housing and Urban Development Act of 1968 related to HUD funded activities, to the greatest extent feasible, be directed to create jobs to local low-income residents and the businesses that employ them;
k) The Architectural Barriers Act of 1968 (42 U.S.C. Section 4151 and the Americans with Disabilities Act of 1990 (ADA);
l) The Hatch Act relating to the conduct of political activities (Chapter 15 of Title 5, U.S.C.);
m) The Flood Disaster Protection Act of 1973 (Public Law 93-234 and the regulations adopted pursuant thereto) Section 202(a) and the regulations in 44 CFR parts 59 through 79;
n) The Clean Air Act (42 U.S.C. Chapter 85) and the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et seq.) and the regulations adopted pursuant thereto;
o) Executive Order 12372, which requires State Clearinghouse review and comment of any CDBG project for the planning, construction, reconstruction, and/or installation of water or sewer facilities;
p) Section 401(b) of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4831 (b))
q) Provision of 24 CFR Part 24 regarding use of debarred, suspended, or ineligible contractors or subcontractors; and
r) Provision 24 CFR 570.200(j) regarding equal protecti on of faith-based organizations.
SUBRECIPIENT further agrees to comply with any environmental, procurement, construction, and other guidelines provided by CITY. As required by Section 30, SUBRECIPIENT shall obtain any necessary permits, licenses and certificates that may be necessary for its performance under this Agreement. Failure to meet established performance goals and standards and/or noncompliance with applicable rules and regulations shall constitute non -compliance with the terms of this Agreement. The CITY is entitled to use one or more of the following remedies for non-compliance, temporarily withhold cash payments pending correction of deficiencies by SUBRECIPIENT; disallow all or part of the cost of the activity or action not in compliance; wholly or partly suspend or terminate the current award for the SUBRECIPIENT’s program; withhold further awards for the program; and/or take other remedies that may be legally available.
SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.
9. Subcontracts
SUBRECIPIENT shall incorporate the same or substantially equivalent requirements as are contained in this Agreement in all subcontracts which utilize any CDBG FUNDS and/or support any CDBG PROGRAM S(s) covered by this Agreement; when PROGRAMS(s) utilize(s) from CDBG FUNDS and other funding sources, all FUNDS shall be subject to CDBG regulations. SUBRECIPIENT, by entering into any such subcontract for performance of any portion of its CDBG PROGRAM, is not relieved of its responsibilities to CITY as set forth in this Agreement.
10. Non-Discrimination/Grievance Procedures
No person with responsibilities in the operation of any project under this Agreement will discriminate because of race, creed, co lor, national origin, age, sex, political affiliation, handicap, beliefs, or marital or familial status. SUBRECIPIENT will ensure that every effort is made to provide equal opportunity to every potential minority and women’s business vendor, contractor and subcontractor.
The Subrecipient agrees to comply with the non -discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607, as revised by Executive Order 13279. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable.
11. Standard of Conduct/Conflict of Interest and Lobbying
The Subrecipient agrees to abide by the provision of 2 CFR 200 and 570.611 regarding conflict of interest. No member, officer or employee of SUBRECIPIENT or its designee or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the program during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the process thereof, for work to be performed in connection with the program activities assisted under this Agreement.
No member, officer or agent of the SUBRECIPIENT shall participate in the selection of in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.
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, or with respect to proceeds from 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 t his Section, a “covered person” includes any person who is an employee, agent, con sultant, officer, or elected or appointed official of the Grantee, the SUBRECIPIENT, or any designated public agency.
By entering into this Agreement, SUBRECIPIENT certifies:
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 officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into a 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 an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, SUBRECI PIENT shall complete and submit Standard Form LL, “Disclosure Form to Report Lo bbying,” in accordance with its instructions, and other federal disclosure forms as requested.
c) SUBRECIPIENT shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub - grants, and contracts under grants, loans, and cooperative agreements) and that all SUBRECIPIENTS shall certify and disclose accordingly.
12. Fiscal Control
The SUBRECIPIENT shall be responsible for the internal control and monitoring of fiscal and programmatic/operational goals and procedures. The SUBRECIPIENT shall establish such fiscal controls and fund accounting procedures as required by Federal regulations, or as may be deemed necessary by HUD and CITY to ensure the proper disbursal of, and accounting for, funds paid to the SUBRECIPIENT under the CDBG PROGRAMS.
a) Disbursement of Funds: CDBG FUNDS shall generally be disbursed by CITY to SUBRECIPIENT on a reimbursement for actual expenses basis.
b) Deposit of Funds: SUBRECIPIENT shall maintain separate accounts within established bookkeeping systems for the deposit of CDBG FUNDS. All cash advances must be deposited in an interest-bearing account; any interest earned in excess of $100 per year (which may be retained f or related administrative expenses) must be returned at least quarterly to the U.S. Department of Housing and Urban Development (HUD) via the CITY. Deposits in minority banks are encouraged.
SUBRECIPIENT is subject to 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards:
1) Shall deposit funds in an account requiring two signatures for disbursement and shall submit to CITY specimen signatures for all authorized signatories prior to receipt of funds;
CITY agrees to pay SUBRECIPIENT progress payments at the time and in the manner set forth in the Exhibit B “Compensation”. Payment by CITY is not to be construed as final in the event HUD disallows reimbursement for the project or any portion thereof. Reasonable back-up documentation, as specified by CITY, shall be submitted by SUBRECIPIENT with request for payment.
SUBRECIPIENT shall be liable for all amounts which are determined to be due by HUD including, but not limited to, disallowed cost which are the result of SUBRECIPIENT’s or its contractor’s conduct under this Agreement. SUBRECIPIENT shall be notified in writing and shall be permitted to respond regarding any controversy or proceeding between CITY and HUD arising from this Agreement.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
All financial transactions must be supported by complete and verifiable source documents. Records shall provide a clear audit trail and shall be maintained as specified in Section 17 of this Agreement.
13. Program Income
Program Income is defined in Subpart J of 24 CFR Part 570.504 and is described as gross income received by SUBRECIPIENT and directly generated from the use of CDBG FUNDS.
Program income includes, but is not limited to, the following:
a) Proceeds from the disposition by sale or long -term lease of real property purchases or improved with CDBG FUNDS;
b) Proceeds from the disposition of equipment purchased with CDBG FUNDS;
c) Gross income from the use or rental of real or personal property acquired by SUBRECIPIENT with CDBG FUNDS, less costs incidental to generation of the income;
d) Gross income from the use or rental of real property owned by the SUBRECIPIENT, that was constructed or improved with CDBG FUNDS, less costs incidental to generation of the income;
e) Payments of principal and interest on loans made using CDBG FUNDS except as provided in 24 CFR Part 570.500(a)(3);
f) Proceeds from the sale of loans or obligations secured by loans made with CDBG FUNDS;
g) Interest earned on program income pending its disposition; and
h) Funds collected through special assessments made against properties owned and occupied by households not of low or moderate income where the assessments are used to recover all or part of the CDBG PROGRAMS portion of a public improvement.
During the effective term of this Agreement, SUBRECIPIENT shall report all program income as defined in 24 CFR 570.500(a), generated by activities carried out with CDBG funds under this Agreement. All Program Income shall be paid to the CITY and shall be remitted to the CITY on a quarterly basis, when earned, and shall remit any and all income balances accrued by June 30 of this Program Year. Program income attributable to projects funded under this Agreement and on hand with SUBRECIPIENT when Agreement expires, is terminated with or without cause, or received after the Agreement expiration, shall be paid to CITY. when the SUBRECIPIEN T ceases to be under continuous Agreement with CITY for the operation of CDBG PROGRAMS. As long as there is no break in the Agreement period, program income shall be governed by the provisions of Section 3.
14. Reversion of Assets
Upon expiration of this Agreement, SUBRECIPIENT shall transfer to the CITY any CDBG FUNDS in SUBRECIPIENT’s control at the time of expiration and any accounts receivable attributable to the use of CDBG FUNDS. Further, any real property under SUBRECIPIENT’s control that was acquired and/or improved in whole or in part with CDBG FUNDS (including CDBG funds provided to the SUBRECIPIENT in the form of a loan) in excess of $25,000 shall be either:
a. Used to meet one of the national objectives in 24 CFR Part 570.208 until five (5) years after expiration of this Agreement, the length of time to be further prescribed by mutual agreement of the parties and delineated in Section 33, of this Agreement.
b. Disposed of in such manner that CITY is reimbursed in the amount of the fair market value of the property at the time of disposition of the property less any portion of the value attributable to expenditures of non -CDBG FUNDS for acquisition and/or improvement of such property. The payment is Program Income to the recipient.
If SUBRECIPIENT is a private non-profit organization, SUBRECIPIENT further agrees to a voluntary lien on above -reference property as to any CDBG FUNDS received and that such lien will be notarized and recorded in the Office of the County Recorder, will utilized form specified by CITY, and will be subject to provisions listed in Section 33 of this Agreement.
15. Equipment
Equipment, which shall be defined as tangible, nonexpendable, personal property having a useful life of more than one (1) year and an acquisition cost of $1,000 or more per unit, is eligible for purchase using CDBG FUNDS only upon prior approval of CITY and subject to 24 CFR Part 570.207(b)(1). Such equipment shall be used by SUBRECIPIENT in the project for which it was acquired as long as needed, regardless of whether such project continues to be supported by Federal funds; at the time, equipment may be us ed in other activities currently or previously supported by a Federal agency. Use of such equipment is also subject to provisions of 2 CFR 200. SUBRECIPIENT shall also be establish procedures for managing equipment, which meet the requirements of 2 CFR 200. Further, proceeds from disposition of such equipment shall be treated as program income as specified in Section 13 and 14 of this Agreement.
16. Records and Reports
SUBRECIPIENT agrees to supp ly to CITY, on a minimum month ly basis (or a more stringent period designated in Exhibit A – Scope of Services), any progress reports and/or other documentation as may be required by CITY to audit performance of this Agreement and/or to enable CITY to analyze and evaluate utilization of SUBRECIPIENT’s program.
SUBRECIPIENT shall maintain separate accounting and financial records for each funding (revenue) source in support of the project(s).
a) Expenditure Summary and Payment Request (ESPR); SUBRECIPIENT shall submit ESPR supporting documents for a reimbursement to CITY’s Community Development Department by the 10th of each month. The reimbursement request shall be provided on an official invoice with the supporting ESPR documents. An invoice shall include the total reimbursement amount, a description of services rendered, the period of services rendered, and invoice number. An invoice and ESPR’s may be submitted no more often than once a month and no less often that once every three (3) months. An exception would only be in the event that no expenditures occurred, which shall be documented in the quarterly report.
b) Progress Reports: Progress reports shall be submitted monthly with the invoice and shall address project status and, if applicable, explanation of any problems/delays encountered and/or anticipated and measures to be taken to correct such problems; revised milestones including anticipated schedule for project completion; direct benefit statistics; and a summary of expenditures, obligations, program income, and drawdown to date. In addition, SUBRECIPIENT shall provide as part of the progress report any citizen comments received during the reporting period relative to the project(s), and responses to such comments, and additional project information, as needed. SUBRECIPIENT shall submit such report quarterly within ten (10) days of the close of report period.
c) Completion Report: SUBRECIPIENT shall prepare and submit to CITY a Completion Report within thirty (10) days of project completion. Said report shall consist of an overview and evaluation of the project, a comparison of milestones’
progress, total costs incurred, listing of files, listing of personnel, and other reasonable information requested by CITY. The completion of the project or program shall consist of the fourth quarterly report, Attachment 1 “Progress Report”
d) HUD/CITY Reports: SUBRECIPIENT shall submit to CITY in a timely manner other reports as requested/required CITY for HUD compliance including, but not limited to the Contractor/Subcontractor, EEO-4, and Minority Financial Institution Reports (if applicable), and provide, as requested by HUD and/or CITY, information necessary to prepare the Consolidated Plan, Final Statement of Community Development Objectives, Grantee Performance Report (GPR), and other such reports and/or plans.
e) Audit: SUBRECIPIENT shall be responsible for conducting an annual audit of its CDBG PROGRAM in compliance with 2 CFR Part 200, which supersedes, consolidates, and streamlines requirements from eight OMB Circulars, including the Office of Management and Budget (OMB) Circular No. A-133 issued pursuant to the Single Audit Act of 1984 and the Single Audit Amendments of 1996, P.L. 98- 502, OMB Circular A-110, and 24 CFR Part 85, as applicable. A copy of said audit shall be forwarded to CITY upon completion. Any costs associated with the annual audit shall be the responsibility of and paid for by SUBRECIPIENT.
17. Agreement Responsibility for Monitoring and Records
HUD, the Office of the Inspector General (OIG), and the designated representatives of CITY, and other appropriate officials shall have access to all personnel records, management information, and fiscal data of SUBRECIPIENT and any agency or contractor with whom SUBRECIPIENT executes a subcontract necessary to carry out any CDBG PROGRAM(s) for monitoring purposes. The SUBRECIPIENT shall respond in a timely manner to all identified corrective action needs as a result of HUD, City, or other monitoring.
The SUBRECIPIENT shall submit to CITY all required reports and monitoring corrective action plans on a timely basis, as delineated by CITY. Records shall be maintained as follows:
SUBRECIPIENT agrees to retain all pertinent records under CDBG PROGRAM, including financial records, until advised by CITY that further retention is unnecessary. Generally, records shall be retained for a period for five (5) years from the end of the fiscal year in which the last project covered by CITY’s annual agreement with HUD is completed. Records shall be open and available for inspection by auditors and/or other staff assigned by HUD and/or CITY during the normal business hours of SUBRECIPIENT. If at the end of such five -year period, there is ongoing litigation, claims, negotiations, audit or other action involving SUBRECIPIENT’s or the CITY’s records, which has started before expiration of the five (5) year period, SUBRECIPIENT will retain the records until the completion of the action and resolution of all issues which arise from it ( 2 CFR 333 -335 as modified by 570.502(a)( 7), Note: the regulations cited as 570.502(a)(16) and 570.502(b)(3)(ix)(A) and (B) do not exist in the regulations of 570.502.
a) Consistent with applicable state and local laws regarding privacy and obligations of confidentiality, the SUBRECIPIENT also must provide citizens with reasonable access to records on the past use of CDBG funds (24 CFR 570.508).
b) Records for nonexpendable property shall be retained for a period of five (5) years after final disposition of the property, if applicable.
18. Inspection Rights
SUBRECIPIENT agrees to allow CITY to inspect physical premises of any project(s) upon 24-hour advance notice.
19. Request for Technical Assistance
SUBRECIPIENT shall refer to the Community Development Department any regulatory or procedural questions regarding operation of its CDBG PROGRAM. All formal requests for technical assistance shall be submitted in writing. Requests should specify the problem area, particular assistance being re quested, and proposed solution if applicable.
Informal questions regarding day -to-day program operation may be directed to the designated CITY representative.
20. Insurance
Prior to commencing performance of the services required by this Agreement, and at all other times this Agreement remains in effect, the SUBRECIPIENT shall procure and maintain in full force and in effect all of the insurance required by Exhibit C attached hereto and by this reference incorporated herein.
21. Hold Harmless
SUBRECIPIENT shall hold City and City’s officers, employees, agents and volunteers harmless and free from any and all claims, liabilities or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or other wrongful conduct related in any way to SUBRECIPIENT’S performance of its services pursuant to this Agreement. In the event City and/or any of City’s officers, employees, agents or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission or other wrongful conduct, SUBRECIPIENT shall indemnify them for any judgment rendered against them, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including, but not limited to attorney’s fees.
SUBRECIPIENT also understands and agrees that it is being employed to perform the services provided for by this Agreement because of SUBRECIPIENT’S professed expertise and experience in performing the services provided for under this Agreement. In addition, the SUBRECIPIENT understands and agrees that while City and City’s officer’s agents, may elect to do so, they have no duty to review, inspect, or supervise the work performed by SUBRECIPIENT pursuant to this Agreement, except as otherwise expressly provided for by
this Agreement. As a consequence, the SUBRECIPIENT waives any right of contribution against City or any of City’s officers, employees, agents and volunteers arising out of such failure to inspect, review, monitor or supervise the work performed by SUBRECIPIENT pursuant to this Agreement.
22. Covenants and Conditions
Each term and each provision of this agreement to be performed by SUBRECIPIENT shall be construed to be both a covenant and a condition.
23. Effect of Termination
a) Termination of Agreement for Convenience: In accordance with 2 CFR 200 , the Agreement may be terminated by either party after thirty (30) days written notice of intention to terminate, setting forth the reasons and the effective date of such termination, has been given to the other party, provided, however, that no notice of termination given by SUBRECIPIENT shall be effective unless HUD has agreed to release CITY from its obligations pursuant to the Program Activity(ies).
Alternatively, the agreement will automatically terminate in the event that United States Government terminates the CDBG PROGRAMS or terminates the Program Activity(ies) which is the subject of the Agreement.
b) Termination of Agreement for Cause: In accordance with 2 CFR 200, the parties hereto understand that pursuant to CITY's execution of the HUD application, CITY assumed responsibility as to the performance of the projects. If through any cause SUBRECIPIENT fails to fulfill in a timely and proper manner its obligations under this Agreement to undertake, conduct or perform the project(s) identified in this Agreement, or if SUBRECIPIENT violates any of the covenants, agreements, or stipulations of this Agreement, CITY shall thereupon have the right to terminate this Agree ment by giving written notice of such termination and specifying the effective date thereof at least (5) days before the effective date of such termination.
Notwithstanding the above, SUBRECIPIENT shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any payments to SUBRECIPIENT for the purpose of set-off until such time as the exact amount of damages due CITY from SUBRECIPIENT is determined.
SUBRECIPIENT hereby expressly waives any and all claims for damages for compensation arising under this Agreement except as set forth in this Section in the event of such termination.
24. Effect of Termination
Upon termination, as stated in Section 3 or 23 of this Agreement, the CITY shall be liable to SUBRECIPIENT only for work done by SUBRECIPIENT up to and including the date of termination of this Agreement, unless the termination is for cause, in which event SUBRECIPIENT need be compensated only to the extent required by law.
25. Ownership of SUBRECIPIENT’s Work Product
CITY shall be the owner of any and all computations, plans, correspondence and/or other pertinent data and information gathered or prepared by SUBRECIPIENT in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY.
26. Taxpayer Identification Number
SUBRECIPIENT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W -9 (Rev. 2007), as issued by the Internal Revenue Service.
27. Modification of Agreement
Except as provided in Section 3, the tasks described in this Agreement and all other terms of this Agreement may be modified only upon mutual written consent of CITY and SUBRECIPIENT.
28. Use of the term “CITY”
Reference to “CITY” in this Agreement includes CITY Manager, the designated CITY representative, or any authorized representative acting on behalf of CITY.
29. Notices
All notices given, or required to be given, pursuant to this Agreement shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed to each party’s designated representative as set forth above. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.
30. Permits and Licenses
SUBRECIPIENT, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
31. Waiver
A waiver by the CITY of any breach of any term, covenant, or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character.
32. Governing Law
The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of Riverside County.
33. Integrated Agreement
This Agreement represents the entire Agr eement between the CITY and the SUBRECIPIENT and all preliminary negotiations and agreements are deemed a part of this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.