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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY
This Agreement for Professional Services (“Agreement”) is entered into as of _______ (“Effective Date”) by and between the City of Cathedral City , a municipal corporation (“City”) organized under the laws of the State of California, with its principal place of business at 68700 Avenida Lalo Guerrero, Cathedral City, California 92234 and Fair Housing Council of Riverside County, Inc., a California Corporation, (“Subrecipient”). City and Subrecipient are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, b y. request for qualifications / proposals the performance of the support services defined and described particularly in Section 2 of this Agreement.
B. Subrecipient, following submission of a proposal for the performance of the services defined and de scribed particularly in Section 2 of this Agreement, was selected by the City to perform those services.
C. Subrecipient was selected by the City on the basis of Subrecipient’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required and Subrecipient represents that it is experienced in providing the engineering support services to public clients, is licensed in the State of California, and is familiar with the plans of the City.
D. Pursuant to the City of Cathedral City’s Municipal Code, City has authority to enter into this Subrecipient Services Agreement and the City Manager has authority to execute this Agreement.
E. The Parties desire to formalize the selection of Subrecipient for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
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SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for one (1) year commencing on the Effective Date.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services . Subrecipient agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference.
(b) Schedule of Performance . The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Subrecipient shall be deemed to be in Default of this Agreement.
The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Subrecipient to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Subrecipient shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “Administration and Implementation” or Section 2 8 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
A. Subrecipient will be reimbursed for hours worked at the hourly rates specified in the Subrecipient's approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this Agreement. Subrecipient will be reimbursed within thirty (30) days upon receipt by City's Contract Administrator of itemized invoices in duplicate.
B. In addition, Subrecipient will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order.
C. Specific projects will be assigned to Subrecipient through issuance of Task Orders.
D. After a project to be performed under this Agreement is identified by City, City will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of - 3 -
performance, project schedule and will designate a City Project Coordinator. The draft Task Order will be delivered to Subrecipient for review. Subrecipient shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both City and Subrecipient.
E. Task Orders may be negotiated for a lump sum ( Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in Subrecipient's approved Cost Proposal.
Subrecipient shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. Subrecipient is responsible for paying the appropriate rate, including escalations that take place during the term of the Agreement.
F. Reimbursement for transportation and subsistence costs shall not exceed State rates.
G. When milestone cost estimates are included in the approved Cost Proposal, Subrecipient shall obtain prior written approval in the form of an Agreement amendment for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.
H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.
I. Subrecipient shall not commence performance of work or services until this Agreement has been approved by City and notification to proceed has been issued by City' s Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this Agreement.
J. A Task Order is of no force or effect until returned to City and signed by an authorized representative of City. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by City.
K. Subrecipient will be reimbursed within thirty (30) days upon receipt by City' s Contract Administrator of itemized invoices electronically. Separate invoices itemizing all costs are required for all work performed under each Task Order.
Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which Subrecipient is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved
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Cost Proposal and shall reference this Agreement number, project title and Task Order number. Invoices shall be e -mailed t o [email protected] or mailed to City's Contract Administrator at the following address:
Armando J. Garcia Baldizzone, P.E.
City Engineer
City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this Agreement.
M. The total amount payable by City for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.
N. If Subrecipient fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed.
O. Task Orders may not be used to amend the language (or the terms) of this Agreement nor to exceed the scope of work under this Agreement.
P. The amount payable by CITY for all Task Orders resulting from this Agreement shall not exceed $20,000. It is understood and agreed that there is no guarantee either expressed or implied that this dollar amount will be authorized under this Agreement through Task Orders.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Subrecipient’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Subrecipient’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Subrecipient’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
SECTION 6. OWNERSHIP OF MATERIALS; EXCEPTIONS; DOCUMENTS. (a) Documents and Data. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other - 5 -
documents prepared, developed or discovered by Subrecipient in the course of providing the Services pursuant to this Agreement (“Materials”) shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Subrecipient. Upon completion, expiration or termination of this Agreement, Subrecipient shall turn over to City all such Materials . (b) If and to the extent that City utilizes for any purpose not related to this Agreement any Materials prepared, developed or discovered by Subrecipient in the course of providing the Services pursuant to this Agreement, Subrecipient’s guarantees and warranties in Section 9 “Standard of Performance ; Familiarity With Work ” of this Agreement shall not extend to such use of the Materials . (c) Subrecipient warrants that all Materials it drafts and completes pursuant to this Agreement constitutes original work. Specifically, Subrecipient understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this Agreement does not constitute an original work, i.e., submitting Materials generated by such AI tools to City and representing it as Subrecipient’s original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property rights law including without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this Agreement as to ownership, City specifically rejects ownership of such Materials. Subrecipient is required to indemnify and defend City to the fullest extent allowed by applicable law should it violate this Section.
SECTION 7. SUBRECIPIENT'S BOOKS AND RECORDS.
(a) Subrecipient shall maintain any and all documents and records demonstrating or relating to Subrecipient’s performance of the Services. Subrecipient shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Subrecipient pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Subrecipient’s address indicated for receipt of notices in this Agreement. - 6 -
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Subrecipient’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors -in-interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Subrecipient is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Subrecipient shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of Subrecipient shall at all times be under Subrecipient’s exclusive direction and control.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Subrecipient or any of Subrecipient’s officers, employees, or agents except as set forth in this Agreement.
Subrecipient shall not at any time or in any manner represent that Subrecipient or any of Subrecipient’s officers, employees, or agents are in any manner officials, officers, employees or agents of City.
(c) Neither Subrecipient, nor any of Subrecipient’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Subrecipient expressly waives any claim Subrecipient may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Subrecipient represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Subrecipient shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Subrecipient shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Subrecipient under this Agreement, and shall use such skill, prudence, and diligence as other members of Subrecipient’s profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Subrecipients work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. - 7 -
(b) Subrecipient warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.
(c) Subrecipient shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Subrecipient’s failure to comply with the standard of care provided for herein. Subrecipient shall at all times enforce strict discipline and good order among its employees. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Services, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Services to be performed by the Subrecipient and shall not be re-employed on the Services.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Subrecipient shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement and such licenses, permits and approvals shall be maintained throughout the Term of this Agreement . Subrecipient shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Subrecipient to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
Subrecipient is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. It is the understanding of City and Subrecipient that California prevailing wage laws may not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work .
Subrecipient shall defend, indemnify, and hold City, its elected officials, officers, employees, volunteers and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. - 8 -
SECTION 12. NONDISCRIMINATION.
Subrecipient shall not discriminate, in any way, in the employment of persons to perform the Services in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940.
SECTION 13. UNAUTHORIZED ALIENS.
Subrecipient hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein.
Should Subrecipient so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Subrecipient hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Subrecipient covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Subrecipient’s performance of the Services. Subrecipient further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Subrecipient agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
(b) City may determine that Subrecipient must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Subrecipient shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowledges that Subrecipient is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Subrecipient is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (d) City understands and acknowledges that Subrecipient will perform non - related services for other governmental agencies and private parties following the - 9 -
completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Subrecipient in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Subrecipient. Subrecipient shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. Subrecipient shall not use City’s name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. (b) Subrecipient, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Subrecipient gives City notice of such court order or subpoena.
(c) If Subrecipient, or any officer, employee, agent or subcontractor of Subrecipient, provides any information or work product in violation of this Agreement, then City shall have the right to reim bursement and indemnity from Subrecipient for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Subrecipient’s conduct.
(d) Subrecipient shall promptly notify City should Subrecipient, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Subrecipient or be present at any deposition, hearing or similar proceeding. Subrecipient agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Subrecipient. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification by Subrecipient. As provided under Civil Code Section 2782.8, Subrecipient shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees , volunteers and agents (“Indemnified Parties”) from and against any and all claims. actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") to the - 10 -
extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Subrecipient, its officers, agents, employees or sub -subrecipients (or any entity or individual that Subrecipient shall bear the legal liability thereof) in the performance of professional services under this Agreement . In the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City , its contractors and other p rofessionals, and Subrecipient, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Notwithstanding the foregoing, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Subrecipient shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to Subrecipient’s duty to defend shall not apply if there is a project -specific general liability policy of insurance that insures all project participants for general liability exposure on a primary basis and also covers all professionals involved with the project for their legal liability arising out of their professional services on a primary basis. (b) Indemnification from Subcontractors . Subrecipient agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every s ub-subrecipient, sub contractor or any other person or entity involved by, for, with or on behalf of Subrecipient in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Subrecipient fails to obtain such indemnity obligations from others as required here, Subrecipient agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Subrecipient and shall survive the termination of this Agreement or this section.
(c) City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Subrecipient agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Subrecipient agrees to provide City with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Subrecipient are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and - 11 -
entities who will fulfill the duties and obligations imposed upon Subrecipient under this Agreement. In recognition of that interest, Subrecipient shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Subrecipient’s duties or obligations under this Agreement without the prior written consent of the City.
Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Subrecipient, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Subrecipient shall make every reasonable effort to maintain the stability and continuity of Subrecipient’s staff and subcontractors, if any, assigned to perform the Services. Subrecipient shall notify City of any changes in Subrecipient’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. If City does not agree to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Subrecipient. In the event such notice is given, Subrecipient shall cease immediately all work in progress. (b) If either Subrecipient or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Subrecipient, or City may terminate this Agreement immediately upon written notice. (c) Upon termination of this Agreement by either Subrecipient or City, all property belonging exclusively to City which is in Subrecipient’s possession shall be returned to City. Subrecipient shall furnish to City a final invoice for work performed and expenses incurred by Subrecipient, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
SECTION 21. DEFAULT.
In the event that Subrecipient is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Subrecipient for any work performed after the date of default. Instead, the City may give notice to Subrecipient of the default and the reasons for the default. The notice shall include the timeframe in which Subrecipient may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstan ces warrant, however, the time frame may also be shortened if the default results in a safety issue or imminent threat to City employees or the public in the sole discretion of City . During the - 12 -
period of time that Subrecipient is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Subrecipient does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Subrecipient’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Subrecipient shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Subrecipient. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Subrecipient in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Email: [email protected]
To Subrecipient: Fair Housing Council of Riverside County, Inc.
Attn: Rose Mayes
P.O. Box 1068
Riverside, CA 92502
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Notice may also be sent by email. Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. If sent by email, notice shall be deemed effective on the date sent. Notice sent by email must be confirmed within forty -eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as text messages and instant messages are not acceptable manners of notice required hereunder.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Subrecipient represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Subrecipient to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 2 8 “Amendment” and the City Manager’s contracting authority under the Cathedral City Municipal Code and its adopted policies and procedures.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Subrecipient and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Subrecipient shall not constitute a waiver of any of the provisions of this Agreement. - 14 -
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through " D", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Subrecipient and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. ELECTRONIC SIGNATURE.
The Parties agree that, in accordance with the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execute this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed record by electronic transmission.
SECTION 35. CONFLICTING TERMS.
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Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
SECTION 36. 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 37. DATA PROTECTION
(a) Subrecipient shall protect, using the most secure means and technology that is commercially available, C ity-provided data or consumer -provided data acquired in the course and scope of this Agreement, including but not limited to customer lists and customer credit card or consumer data, (collectively, the “City Data”). Subrecipient shall notify C ity in writing as soon as reasonably feasible, and in any event within twenty-four (24) hours, of Subrecipient’s discovery or reasonable belief of any unauthorized access of City Data (a “Data Breach”), or of any incident affecting, or potentially affecting City Data related to cyber security (a “Security Incident”), including, but not limited to, denial of service attack, and system outage, instability or degradation due to computer malware or virus. Subrecipient shall begin remediation immediately.
Subrecipient shall provide daily updates, or more frequently if required by C ity, regarding findings and actions performed by Subrecipient until the Data Breach or Security Incident has been effectively resolved to C ity’s satisfaction. Subrecipient shall conduct a n investigation of the Data Breach or Security Incident and shall share the report of the investigation with C ity. At C ity’s sole discretion, C ity and its authorized agents shall have the right to lead or participate in the investigation. Subrecipient shall cooperate fully with City, its agents and law enforcement. (b) If City is subject to liability for any Data Breach or Security Incident, then Subrecipient shall fully indemnify and hold harmless C ity and defend against any resulting actions.
SECTION 38. SAM.GOV CHECK.
This Agreement is governed by 2 CFR 200 Appendix II (H) of the Contract Provisions for Non -Federal Contracts Under Federal Awards: “Debarment and Suspension (Executive Orders 12549 and 12689) —A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.”
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IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date and year first-above written.
CITY OF CATHEDRAL CITY FAIR HOSUING COUNCIL OF
RIVERSIDE COUNTY
__________________________ ___________________________
Andrew Firestine By: Rose Mayes
City Manager Its: Executive Director
ATTEST: ___________________________
By:________________________
Its:________________________
___________________________
Christina Burton
City Clerk
APPROVED AS TO FORM
___________________________
Eric S. Vail
City Attorney
NOTE: SUBRECIPIENT’S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO
SUBRECIPIENT’S BUSINESS ENTITY.
A-1
EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF SERVICES
SUBRECIPIENT shall be responsible for administering the following eligible activities under the Community Development Block Grant (CDBG) Program and for the City of Cathedral City in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds:
1. Fair housing and related services that assist approximately 200 persons/households (including education, mediation, complaints, outreach and enforcement as set forth below) designed to further the fair housing objectives of the Fair Housing Act and goals described in the Cathedral City Analysis of Impediments. a) Education/outreach Services - Workshops and presentations to provide fair housing education and outreach to the general public (at least two (2) during the term of the Agreement); and Education/Outreach Workshops or presentations to property management and/or banking/lending institutions (at least one (1) during the term of this Agreement).
b) Distribute fair housing educational literature to various mobile home parks, apartment complexes and community centers located in Cathedral City. c) Investigate and resolve housing discrimination complaints. d) Legal services relating to fair housing issues.
e) As part of the Services, the SUBRECIPIENT shall provide and deliver the following services to individuals and families:
2. Landlord and tenant education and mediation within Cathedral City limits.
3. Mediation, enforcement, and/or related services to reduce fair housing complaints based on disability.
As part of the Services, SUBRECIPIENT will prepare and deliver the following tangible work products to the city:
1. Copies of all educational literature and materials distributed and/or used in providing services detailed above.
2. Annual audits with regards to the Analysis of Impediments including surveys, testing and other method(s) to obtain required information.
3. Monthly mobile counseling report.
4. Reports and information as may be required by the City.
During performance of the Services, SUBRECIPIENT will keep the City appraised of the status of performance by delivering the following status reports:
1. Monthly accomplishment reports, July 2026 through June 2027.
2. Monthly direct benefit activity reports, July 2026 through June 2027.
The tangible work products and status reports will be delivered to the City pursuant to the following schedule:
1. Within 10 days of the end of the month, for monthly reports.
2. As agreed upon at the time of request.
SUBRECIPIENT will utilize the following personnel to accomplish the Services:
1. Fair Housing Council of Riverside County Staff as necessary to provide services required.
SUBRECIPIENT may utilize the following agencies/or subcontractors to accomplish the Services provided, subject to th e provisions of Section 9 and other applicable provisions of this Agreement:
1. Department of Housing and Urban Development (HUD)
2. Department of Justice (DOJ), Civil Rights Division
3. California State Department of Fair Employment and Housing (DFEH)
4. Private Attorneys
B-1
EXHIBIT "B"
COMPENSATION
COMPENSATION
1. AMOUNT OF COMPENSATION. For performing and completing all work and services described in Exhibit A, and for providing all materials required therefore, CITY shall pay SUBRECIPIENT the total amount of:
NOT TO EXCEED: $20,000.00
The above total amount listed shall include all out –of–pocket expenses incurred by SUBRECIPIENT in the performance of such services.
2. BILLING. At the end of each calendar month in which services are performed or expenses are incurred under this Agreement, and prior to the 10th day of the following month, SUBRECIPIENT shall submit an invoice to the CITY at the following address:
The SUBRECIPIENT may also opt to submit billing on a quarterly basis, accompanying the quarterly report. In the event a quarterly report is not submitted on a timely basis, the reimbursement a submitted invoice may be upheld until the SUBRECIPIENT complies with the terms stated in Section 16 of this Agreement.
3. METHOD OF PAYMENT. Payment to SUBRECIPIENT of the compensation specified in Section 1 of this Exhibit shall be made as follows:
a) Subject to the maximum allowable compensation set forth in Section of this Exhibit, the CITY shall pay the SUBRECIPIENT, based on the submittal and approval of an invoice, on the basis determined by this Agreement during the term of this Agreement.
b) Terms shall be pay immediately.
C-1
EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Subrecipient shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Subrecipient, its agents, representatives or employees. Subrecipient shall procure and maintain the following scope and limits of insurance:
Only the following “marked” requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Subrecipient and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000).
Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City.
X Workers’ Compensation Insurance: Workers’ Compensation insurance that includes a minimum of one million dollars ($1,000,000) of employers’ liability coverage.
Subrecipient shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents, volunteers and representatives. In the event a claim under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Subrecipient participating under this Agreement, Subrecipient is to defend and indemnify the City from such claim.
X Professional Liability Insurance: Professional liability insurance appropriate to the Subrecipient’s profession in an amount not less than one million dollars
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$1,000,000 per occurrence. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Subrecipient’s services or the termination of this Agreement. During this additional three (3) year period, Subrecipient shall annually and upon request of the City submit written evidence of this continuous coverage.
B. Other Provisions . Insurance policies required by this Agreement shall contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Subrecipient performs; products and completed operations of Subrecipient; premises owned, occupied or used by Subrecipient; or automobiles owned, leased, hired or borrowed by Subrecipient. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.
b. Subrecipient’s insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Subrecipient’s insurance.
c. Subrecipient’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
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d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.
e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage . Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees , volunteers and agents for losses arising from work performed by Subrecipient.
C. Other Requirements . Subrecipient agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Subrecipient furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.
1. Subrecipient shall furnish certificates and endorsements from each sub-contractor identical to those Subrecipient provides.
2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Subrecipient shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be construed to limit Subrecipient’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
C-4
EXHIBIT "D"
COMMUNITY DEVELOPMENT BLOCK GRANT PROVISIONS
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 FAIR HOUSING COUNCIL OF RIVERSIDE COUNTY, INC. (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, unt il 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 1, 2026, through June 30, 2027.
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: Andrew Firestine, City Manager
Address: 68700 Avenida Lalo Guerrero, Cathedral City, CA 92234 E-mail Address: [email protected]
Telephone No.: 760-770-0387
(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: Rose Mayes
Executive Director
Address: P.O. Box 1068
Riverside, CA 92502
E-mail Address: [email protected]
Telephone No.: (951)682-6581
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 Schedule of Compensation, Exhibit B. Payment by CITY is not to be construed as final in the event HUD disallows reimbursement for the project or any portion th ereof.
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 Agreemen t 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. Specific Conditions
The SUBRECIPIENT agrees to the following specific conditions:
a) Must assist the CITY in achieving, at least one (1 ), of the goals described in the City's Assessment of Fair Housing (AFH).
b) Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Subrecipient shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. The CITY shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as the subrecipient is an independent contractor.
34. 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.