1 GRANT SERVICES AGREEMENT
RICHMOND FUND FOR CHILDREN AND YOUTH
GRANT PROGRAM
Department: City Manager’s Office,
Richmond Department of Children and Youth
Project Manager:
Patrick Seals
Project Manager’s E-mail:
[email protected]
Project Manager’s Phone Number:
(510) 620-6523
Grantee:
Contact Name:
Email:
Phone:
Vendor No:
Contract No:
Term: 01/01/25 - 12/31/27 Payment Limit:
Program Summary:
THIS AGREEMENT is hereby entered into on _________________ (“Effective Date”) by and between the City of Richmond, a municipal corporation and charter city (“City”) and _______________, a California nonprofit corporation (“Grantee”) (collectively, the “Parties”).
RECITALS
A. On June 5, 2018, Measures E and K, known as the Richmond Kids First Initiative, approved a City of Richmond charter amendment (Article 15) to create the Richmond for Fund of Children and Youth (“Fund”), require that a portion of the General Fund be set aside to fund youth programs and services, establish a 15-member Oversight Board, conduct a Community Needs Assessment (CNA), and develop a three-year Strategic Investment Plan (SIP) which guides a 3-year grant-making process.
B. As stated in the Charter of the City of Richmond - Article 15 Section 2, the Fund will be maintained separate and apart from all other City funds and shall be appropriated annually at the time of the City’s budget adoption. The City of Richmond is required to set aside a portion of the annual actual unrestricted general purpose revenues of the City to be transferred in the amounts specified below:
1. For Fiscal Year 2021-2022, to be set aside for the Fund is an amount equal to one percent (1%) of the City’s annual actual unrestricted general purpose revenues.
2. For Fiscal Year 2022-2023, to be set aside for the Fund is an amount equal to two percent (2%) of the City’s annual actual unrestricted general purpose revenues.
3. For Fiscal Year 2023-2024, and each fiscal year thereafter through Fiscal Year 2027-2028, to be set aside for the Fund is an amount equal to three percent (3%) of the City’s annual actual unrestricted general purpose revenues.
C. On September XX, 2024, Grantee submitted a n application for financial assistance in
2 carrying out a particular public purpose (“Grant”) that was evaluated and recommended for funding by the Fund Grant Review Panel and approved by the Richmond City Council on December XX, 2024.
Grantee and City now wish to enter into this Agreement for the provision of Grantee’s Program (as defined below) as approved by the Richmond City Council.
NOW, THEREFORE, it is agreed between the Parties hereto that:
ARTICLE I
PROVISIONS
Section 1.1 Scope of Services.
A. Program Delivery . Grantee shall, to the sat isfaction of City, perform and provide the program and/or services outlined in the Service Plan attached hereto and made a part hereof as Exhibit A (“Program”).
B. General Administration . Grantee shall provide program management and general administrative services to support the Program. Administrative support includes but is not limited to the following: data collection and analysis, preparation and submission of a mid-year and a final (“Close- Out”) report, budget preparation and submission of demands for reimbursement, and any other function that will ensure compliance with this Agreement.
C. Staffing. For each employee funded by the Grant, Grantee shall provide the name of such employee(s), title, description of job responsibilities, hourly base pay rate or billable rate, and an estimate of time to be spent on the P rogram by employee per pay period. Such staff information shall be submitted within thirty (30) days of the Effective Date. Grantee shall inform City in writing, within ten (10) working days, of any changes to such staff that occur during the Term.
D. Performance Monitoring. City shall have the right to monitor Grantee’s compliance with the goals and performance standards established in this Agreement . Substandard performance , as determined by City, shall constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Grantee within thirty (30 ) days after being notified by City, this Agreement may be suspended or terminated. Substandard performance may be shared with future RFCY Grant Review Panel members, Richmond City Council , and/or City staff and may impact Grantee’s ability to apply for and/or receive future City funds, including Grant funds.
E. Site Visits and Meetings . City may coordinate at least one (1) site visit of every Grant- funded Program during the Term . City may also convene at least one (1) mandatory meeting and/or training session. City will provide Grantee timely notice for each such meeting or training session.
F. Capital Improvement Projects. The City reserves the right to solicit competitive bids and proposals for any Capital Improvement Project on City or publicly land. Additionally, the City retains the authority to select contractors based on these bids, oversee the execution of the program, and manage all aspects of the project throughout its entire scope, ensuring that it is completed in accordance with the established requirements and standards
3 Section 1.2 Term.
This Agreement shall commence effective January 1, 2025, and shall terminate on December 31, 2027, and thereafter the Agreement shall be null and void and of no further force or effect, except as otherwise provided herein.
Section 1.3 Funding.
This Agreement shall be deemed executory to the extent that the monies are appropriated in the current Grant Budget for the purposes of this Agreement and no liability shall be incurred by City, or any other department of City, beyond the monies budgeted and available for this purpose. The Agreement is not a general obligation of City. Neither the full faith and credit, nor the taxing power of City is pledged to the payment of any amount du e or to become due under this Agreement. It is understood that neither this Agreement nor any representation by any City employee or officer creates any obligation to appropriate or make monies available beyond those monies appropriated in the current Grant Budget for the purposes of this Agreement.
ARTICLE II
DISBURSEMENT LIMIT
Section 2.1 Amount.
It is expressly agreed and understood that the total amount to be disbursed by City under this Agreement shall not exceed $__________ (“Disbursement Limit”). To the extent practicable, the use of Grant funds shall be used on a pro rata basis with other funds provided to the Program.
Section 2.2 Demands.
The Project Manager may disburse a twenty-five percent (25 %) advance payment of the Disbursement Limit to Grantee (“Advance Payment”) in its sole discretion for Quarters 1, 2, and 3 .
Grantees receiving an Advance Payment may be eligible for an additional Advance Payment of twenty- five percent (25%), contingent upon the submission of complete reporting and invoicing documentation, as set forth in Section 4.1(C) of this Agreement and as determined by the Project Manager . A final Advance Payment of twenty -five percent (25%) may be made , contingent upo n submission of the complete reporting and invoicing documentation, as set forth in Section 4.1(C) of this Agreement and as determined by the Project Manager . Unless the Project Manager approve s disbursement of an Advance Payment described herein , G rant funds will be disbursed on a reimbursement basis . The remaining twenty-five percent (2 5%) will be reserved until the completion of the Grant program and final submittal of all documentation required per this Agreement.
It is Grantee’s responsibility to ensure that Grant funds are used only for the eligible costs and amounts specified in the Program Budget, attached hereto and made a part hereof as Exhibit B. No more than twenty percent (20%) of the Grant funds may be allocated by Grantee to indirect costs, calculated as a percentage of the total Grant request. Should Grantee fail to use Grant funds in accordance with the Program Budget, the payment of Grant funds may be suspended or terminated.
4 Section 2.3 Non-Liability.
City shall not be liable for any cost that (a) has been paid, reimbursed, or is subject to payment or reimbursement from any other source; (b) was incurred prior to the beginning date of this Agreement; (c) is not in accordance with the terms of this Agreement, including all Exhibits; or (d) has not been billed to City within thirty (30) calendar days after the date this Agreement terminates.
ARTICLE III
LIMITATION ON CITY OBLIGATIONS
Section 3.1 Limitations.
A. Nothing in this Agreement shall make Grantee or Grantee’s employees (a) subject to any of the memoranda of understanding that apply to union represented City employees, (b) subject to the Personnel Rules, Employee Handbook, or Administrative Policy Manual that apply to City employees, (c) subject to any of the benefits received by employees of City, including but not limited to Medical, Dental, Vision, Retirement, Vacation or Sick Leave, and Administrative Leave, (d) covered by City’s Workers’ Compensation Insurance, or (e) employees of City for purposes of the Tort Claims Act (Govt.
Code Section 825, et seq) or for any other purpose.
B. Grantee and Grantee’s employees shall not be protected by the same immunities and right to indemnification and defense exte nded by the Tort Claims Act to public employees , including City employees.
Section 3.2 Termination for Convenience.
This Agreement may be terminated by the City, at its sole and absolute discretion, upon thirty (30) days advance written notice thereof to Grantee or cancelled immediately by written mutual consent of the Parties.
ARTICLE IV
ADMINISTRATIVE REQUIREMENTS
Section 4.1 Financial Management.
A. Accounting Standards . Grantee shall adhere to Generally Accepted Accounting Principles1, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.
B. Documentation and Record-Keeping.
1 “Generally Accepted Accounting Principles” refers to the accounting standard adopted by the U.S.
Securities and Exchange Commission (SEC).
5 (1) Records to be Maintained . Grantee shall maintain all required records pertinent to the activities being funded pursuant to this Agreement, in a manner satisfactory to the City.
(2) Retention. Grantee shall retain all records related to the Program for a period of five (5) years after the termination of all activities funded under this Agreement.
(3) Client Data. Grantee shall maintain all client-level data demonstrating client eligibility for the Program, including client name, address, basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request, pursuant to Section 1.1.D of this Agreement.
(4) Close-Outs. Grantee’s obligation to City shall not end until all Close-Out requirements are completed, including preparation of a Close-Out Report at the end of the Term. Activities required during the Close-Out period shall include, but are not limited to: submission of the Close-Out Report, making all final payments to employees, vendors, and/or contractors, submission of a Final Invoice (per the invoice requirements set forth in Section 4.1.C(5) below), and return to City of all unspent cash advances
(5) Audits and Inspections. All Grantee records with respect to any matters covered by this Agreement shall be made available to City at any time during normal business hours, as often as City deems necessary, to audit, examine, and make excerpts or tra nscripts of all relevant data. Any deficiencies noted in audit reports must be fully cured by Grantee within thirty (30) days after Grantee’s receipt of such reports. Failure by Grantee to comply with any audit requirements shall constitute a breach of this Agreement and may result in the withholding or termination of future Grant fund payments.
C. Reporting, Evaluation, and Payment Procedures.
(1) Budgets. The Program Budget (Exhibit B) shall include a list of expenditures to be paid for via Grant funds. No more than twenty percent (20%) of the Grant funds may be allocated to indirect costs, calculated as a percentage of the total grant award. The Parties may agree to revise the Program Budget from time to time in accordance with existing City policies.
(2) Payment Procedures. Subject to the Disbursement Limit, City will pay Grantee the Grant funds available under this Agreement based upon information submitted by Grantee and consistent with the Program Budget and City policies concerning su ch payments.
Payments will be made via paper check or electronic funds transfer and only for eligible expenses actually incurred by Grantee, up to the Disbursement Limit. Any funds remaining shall revert back to City. Payments will be adjusted by City in accordance with any Advance Payments to Grantee.
(3) Progress Reports . Grantee shall submit quarterly grant report s (Progress Report) to the Project Manager in the form and content as set forth in the Grant Report Template, attached hereto as Exhibit C. The Progress Reports are due no later than the Due Dates listed below for each Term, unless an extension is authorized by City, in its sole and absolute discretion:
6 Quarter Period to be covered in Progress Report Due Date 1 January 1 through March 31, 2025 April 30, 2025
2 April 1 through June 30, 2025 July 31, 2025
3 July 1 through September 30, 2025 October 31, 2025
4 October 1 through December 31, 2025 January 31, 2026
5 January 1 through March 31, 2026 April 30, 2026
6 April 1 through June 30, 2026 July 31, 2026
7 July 1 through September 30, 2026 October 31, 2026
8 October 1 through December 31, 2026 January 31, 2027
9 January 1 through March 31, 2027 April 30, 2027
10 April 1through June 30, 2027 July 31, 2027
11 July 1 through September 30, 2027 October 31, 2027
12 October 1 through December 31, 2027 January 31, 2028
(4) Close-Out Report. The Close-Out Report, covering the entire Grant period, is due no later than thirty (30) days after the end of the Term (as indicated below), unless an extension is authorized by City, in its sole and absolute discretion.
Period to be covered Due Date
January 1 through December 31, 2027 January 31, 2028
(5) Performance Measurement. On an annual basis, the Richmond Department of Children and Youth will review the Program’s performance scores as outlined in Exhibit A, Exhibit B, Appendix B, and Appendix C to assess program quality and accountability according to the City’s satisfaction. Failure by the Grantee to meet performance expectations will result in a program improvement process that may result in the withholding, rescinding, or termination of current or future Grant fund payments.
(6) Evaluations. Grantee shall participate in RFCY evaluation activities, including but not limited to administering parent and youth experience surveys, grantee surveys, and focus groups. Such activities can take place past the conclusion of the program end date.
(7) Technical Assistance Activities. The City shall partner with external contractors to provide technical assistance related to data collection, reporting, and continuous improvement and will encourage the Grantee to participate to support the Program’s efforts continuous improvement efforts.
(8) Invoices. Invoices shall contain , but not be limited to, the following information in sufficient detail and shall be submitted in a form which adequately de monstrates consistency with the Service Plan and Program Budget:
a. Number of hours per task that Grantee staff performed work; b. Number of hours per Grantee staff member being billed for which stipends have been paid;
c. Hourly or flat rate provided to Grantee staff; and
7 d. Itemization of any other direct costs (e.g., supplies, travel, operating expenses, etc.) incurred for which reimbursement is being requested within that Invoice period.
Note: Itemization of indirect cost (e.g., rent, utilities, etc.), although not required, may be requested by and shall be made available to City upon request.
(9) Required Supporting Documentation. The following Required Supporting Documentation must be submitted with each Invoice, as applicable:
a. Each Invoice must contain all of the information specified in the Grant Report Template (Exhibit C).
b. If the Invoice is requesting reimbursement of any other direct costs (i.e., any costs other than Grantee staff time or stipends—for example, supplies, travel, operating expenses, etc. ), the I nvoice must be accompanied by copies of actual itemized invoices or receipts for all applicable direct costs.
c. If Grantee staff time or stipends are included in the Invoice, City may request that the Invoice be accompanied by copies of timesheets , daily logs, and/ or payroll records covering all staff hours for which reimbursement is being requested.
(10) Matching Funds. Matching Funds refers to all program funding above the RFCY award that are necessary to provide the services at the proposed levels. Grantee must demonstrate, and is accountable for, raising and documenting funding that equals at least fifteen percent (15%) of the RFCY grant award as a program match. This fifteen percent (15%) match of RFCY program funding must be a cash or in -kind match that supports the proposed program. Grantee must provide evidence of in-kind and cash matches at the end of the third quarter, (e.g., through letters, copies of checks, grants, or records of volunteer or donated services.)
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Relationship of Parties.
Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture by and between City and Grantee or either Party’s agents, employees volunteers, or subcontractors, and Grantee shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its employees, volunteers, agents, and/or subcontractors, perform the services required of it by the terms of this Agreement.
Grantee has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of the Program under this Agreement.
Section 5.2 Compliance with Laws.
A. With respect to this Agreement, Grantee shall comply with all federal, state, and local laws, statutes, ordinances, rules, and regulations, and the orders and decrees of any courts or administrative
8 bodies or tribunals, including without limitation environ mental laws, disability laws (including the Americans with Disability Act ), employment discrimination laws , living wage , and prevailing wage laws, as well as all California Department of Justice and Secretary of State requirements. Compliance under this provision also means Grantee’s compliance with all provisions of the Municipal Code of the City of Richmond (“Municipal Code”), including Chapter 2.28 and Chapters 2.50, 2.52, 2.56, 2.60, and
2.65, if applicable, which are hereby incorporated by reference.
B. Living Wage Ordinance . Grantee acknowledges that under Section 2.60.070 of the Municipal Code ( “Living Wage Ordinance ”), Grantee shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also , as prescribed in Section
2.60.070 of the Municipal Code, Grantee shall notify each of its affected employees regarding the wages that are required to be paid pursuant to the Living Wage Ordinance.
C. Non-Discrimination.
(1) Grantee agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every contractor or subcontractor under a contract or subcontract with the City of Richmond for services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, sexual orientation, gender identity, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor. Said Section 2.28.030 is, by this reference, a part of this Agreement.
(2) If Grantee is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this Agreement, it will be in default of this Agreement.
Thereupon, City will have the power to cancel or suspend this Agreement, in whole or in part.
D. Sanctuary City Contracting Ordinance (SCCO) . The Richmond Sanctuary City Contracting Ordinance No. 12 -18 prohibits the City from granting an d or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”).
Grantees must submit the Sanctu ary City Compliance Statement included herein as Exhibit D along with the bid or proposal prior to execution of the contract.
Section 5.3 Publicity and Acknowledgement of Support.
A. Grantee shall give appropriate credit to City and the RFCY program for their financial support in any and all press releases, publications, annual reports, video credits, dedications, and other public communications regarding the Program and services performed pursuant to this Agreement, including but not limited to any tangible final products produced pursuant to this Agreement. Copies of such materials shall be provided to City for review prior to their release.
B. Grantee hereby grants to City the right and authority to publicize City and RFCY program support for the Program in press releases, publications, and other public communications of any
9 type including, without limitation, digital and web publications, and to use Grantee’s name, likeness, logo, or other official representation of Grantee in such communications.
C. Website Links: Grantee grants revocable permission to City to place links to Grantee’s web site on City’s RFCY website. City also grants revocable permission to Grantee to place links to City’s RFCY website on Grantee’s web site. Revocation of such permissions shall be noticed in writing and the Party in receipt of such notice shall have thirty (30) days to remove all links to the other Party’s website from its own website.
Section 5.4 Background Checks.
If Grantee provides services to youth or other vulnerable populations (including, but not limited to elderly, differently -abled, chronically ill, unhoused, etc.), Grantee shall require comprehensive background checks and fingerprinting of all its employees, volunteers, agents, or subcontractors that work directly with youth or such other vulnerable populations. The cost of the background checks and fingerprinting shall be borne solely by the Grantee. Grantee agrees to provide City with an affidavit certifying that these background check and fingerprinting processes were completed and that all aforementioned individuals supporting Grantee who provide services to vulnerable populations have successfully passed the background and fingerprinting checks. At City’s discretion, Grantee may also be subject to an audit of the underlying records referred to in and relied upon in preparing the affidavit.
In addition, Grantee must ensure that all its employees, volunteers, agents, and subcontractors have a responsibility to self-report to Grantee within three (3) calendar days any arrest. Grantee must notify the Project Manager within forty-eight (48) hours of all details concerning any reported arrest. Upon City’s request, Grantee shall re -screen any of its employees, volunteers, agents, and/or subcontractors during the term of this Agreement.
Section 5.5 Default.
In the event Grantee fails to perform properly any of its obligations hereunder, Grantee shall have thirty (30) days after receipt of written notice from City to cure such failure of performance. If Grantee does not cure the failure within thirty (30) day s , or if Grantee fails to commence to cure or , within a reasonable time thereafter , fails to complete the cure, City may , in addition to any other remedies, suspend or terminate this Agreement, complete Grantee’s obligations in any reasonable manner it chooses, or operate or maintain the Program as the City may deem necessary to fulfill require ments of the Grant. Grantee shall reimburse City for any costs or expenses incurred by City because of such failure to perform. If Grantee fails to comply with any of rules, regulations, ordinances, requirements, or provisions of City, in addition to other remedies as provided by law, this Agreement may be suspended or terminated.
Section 5.6 Copyright.
If this Agreement results in any copyrightable material, City reserves the right to royalty-free, non- exclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, the work for government purposes.
10 Section 5.7 No Claims.
Nothing contained in this Agreement shall create or justify any claim against City by any person that Grantee may have employed or with whom Grantee may have contracted relative to the purchase of materials, supplies, or equipment, or to the furnishing or the performance of any work or services for the Program or otherwise.
Section 5.8 Indemnification.
A. To the fullest extent permissible by law, Grantee shall indemnify, defend and hold harmless, and require its contractors and subcontractors to defend, indemnify and hold harmless, City, its elected and appointed officials, and all of City’s employees and agents (“Indemnified Parties”), from all liability, penalties, costs, losses, damages, expenses, causes of action, claims, or judgments, including attorney's fees and other defen se costs (collectively, “Claims”) resulting from injury to or death sustained by any person (including Grantee’s or any contractors’ or subcontractors' employees) , or damage to property of any kind, or any other injury or damage whatsoever, which Claims arise out of or are in any way connected with the provision of Program services performed pursuant to this Agreement, regardless of Grantee’s fault or negligence; p rovided, however, that Grantee’s indemnity obligations hereunder shall not apply to the extent any Claims are caused by the sole and active gross negligence or willful act or omission of an Indemnified Party. The indemnification obligations of Grantee and its contractors and subcontractors shall extend to Claims asserted after termination of this Agreement for whatever reason.
B. In Claims against any person or entity indemnified under Section 5.8.A above by an employee of Grantee, or its contractors and sub contractors, anyone directly or indirectly employed by any one of them or anyone for whose acts one of them may be liable, the indemnification obligation under Section 5.8.A above shall not be limited by a limitation on amount or type of damages, compensation of benefits payable under workers' compensation acts, disability benefit acts , or other employee benefit acts.
Section 5.9 Non-Liability of City Officials, Employees, and Agents.
No member, official, employee, or agent of City shall be personally liable to Grantee in the event of any default or breach by City, for any amount which may become due to Grantee or its successor, or on any obligation under the terms of this Agreement.
Section 5.10 Insurance.
Grantee shall submit to City evidence of and keep current the insurance coverage meeting the general requirements set forth in the Insurance Requirements, attached hereto and made a part hereof as Exhibit E.
Section 5.11 No Third-Party Beneficiaries.
There shall be no third-party beneficiaries to this Agreement.
Section 5.12 Conflict of Interest.
11 A. Except for approved eligible administrative or personnel costs, no person described in Section 5.12.B below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision - making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract , or agreement with respect thereto, or the proceeds thereunder, either for themselves or for those with whom they have family or business ties, during or at any time after such person's tenure. Grantee shall exercise due diligence to ensure that the prohibition in this Section 5.12.A is followed.
B. The conflict of interest provisions of Section 5.12.A above apply to any person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of City, or any person related within the third (3rd) degree of such persons.
Section 5.13 Notices, Demands, and Communications.
If at any time after the execution of this Agreement it shall become necessary or convenient for one of the Parties hereto to serve any notice, demand , or communication upon the other Party, such notice, demand, or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail with return receipt requested and postage prepaid or delivered by express delivery service with return receipt requested.
If intended for City, it shall be addressed to:
City of Richmond
450 Civic Center Plaza, Suite 300
Richmond, California 94804
Attention: City Manager
With copy to:
City of Richmond
450 Civic Center Plaza, Suite 340
Richmond, CA 94804
Attention: City Attorney
If intended for Grantee, it shall be addressed to:
_______________
_______________
_______________
_______________
Any notice, demand, or communication shall be deemed given, received, made, or communicated on the date personal delivery is affected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either Party may change its
12 mailing address at any time by giving written notice of such change at least ten (10) days prior to the date such change is desired to be effective.
Section 5.14 Applicable Law.
This Agreement shall be governed by California law. This Agreement is made in Contra Costa County, California, and any action relating to this Agreement shall be instituted and prosecuted in the courts of Contra Costa County, California.
Section 5.15 Parties Bound.
Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, legal representatives, successors in interest, and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor, successor, or assign of such Party who has acquired an interest in compliance with the terms of this Agreement or under law.
Section 5.16 Attorneys' Fees.
If any lawsuit is commenced to enforce any of the terms of this Agreement, the prevailing Party will have the right to recover its reasonable attorneys’ fees and costs of suit from the other Party.
Section 5.17 Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding, or unenforceability.
Section 5.18 Waivers.
Any waiver by City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by City to take action on any breach or default of Grantee or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Grantee to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by City to any act or omission by Grantee shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for Grantee’s written consent to future waivers.
Section 5.19 Title of Parts and Sections.
Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement’s provisions.
Section 5.20 Entire Understanding of the Parties.
13 This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter. All modifications, amendments, or waivers of any terms of this Agreement shall be in writing and signed by the duly authorized representatives of the Parties.
Section 5.21 Multiple Originals; Counterpart.
This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
CITY OF RICHMOND:
Kinshasa Curl Date
City Manager
Approved as to form: Attest:
____________________________ _________________________________ James Atencio Pamela Christian
Senior Assistant City Attorney City Clerk
GRANTEE:
Name Date
_________________________________ ____________________________________ Title Signature