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HomeMy WebLinkAbout2006-007 CDBG SLO Co CITY OF ATASCADFRO COPY CO.ITRACT#2:&70 ° SUBRECIPIENT AGREEMENT FOR 2006 CDBG GRANT FUNDS BETWEEN THE COUNTY OF SAN LUIS OBISPO AND THE CITY OF ATASCADERO ,�R P THIS AGREEMENT is made and entered into this day of, , 2006, by and between the County of San Luis Obispo, a political subdivision of the State of California, hereinafter called "Recipient" and the City of Atascadero, a municipal corporation of the State of California, located in the County of San Luis Obispo, hereinafter called "Subrecipient"; jointly referred to as "Parties." WITNESSETH WHEREAS, on July 16, 2005,the Recipient and the Subrecipient entered into a Cooperative Agreement to implement the Housing and Community Development Act of 1974, herein called the "Act." Said Act is omnibus legislation relating to federal involvement in a wide range of housing and community development activities and is administered by the federal Department of Housing and Urban Development (herein "HUD"); and WHEREAS, the Parties' participation in the programs funded by the Act is pursuant to compliance with all applicable federal laws, regulations and executive orders; and WHEREAS, according to federal regulations 24 CFR- 570.503, before disbursing any Community Development Block Grant(CDBG) funds to a Subrecipient, a written agreement shall be signed by the Recipient and Subrecipient; and WHEREAS,the agreement shall remain in effect throughout the implementation of projects specified in the 2005 CDBG Consolidated Plan and any amendments thereto. NOW THEREFORE, pursuant to the provisions of Title 24, Chapter V, of the Code of Federal Regulations, the Parties agree as follows: 1. Federal Regulations All references in this agreement to federal regulations refer to numbered sections of the current edition of Title 24, Chapter V, of the Code of Federal Regulations. 2. Statement of Work- Section 570.503 The following statement of work provides information for the Recipient to effectively monitor performance of all projects being completed under this agreement. The Program Year 2006 Action Plan includes a project description and a budget for each project funded wholly, or in part, by CDBG funds. The Subrecipient may request modification of the tasks, schedule or budget in writing to the Recipient. The Recipient shall review each request to modify tasks, schedule or budget on a case-by-case basis and will respond to the Subrecipient within 30 days of the request. The projects listed below shall be implemented by the Subrecipient. For a concise description of each project(i.e.,project location, project scale, and clientele to be served)please COMMUNITY DEVELOPMENT BLOCK GRANT,2006 PROGRAM SUBRECIPIENT AGREEMENT CITY OF ATASCADERO PAGE 2 of the request. The projects listed below shall be implemented by the Subrecipient. For a concise description of each project(i.e.,project location,project scale, and clientele to be served)please refer to the Urban County of San Luis Obispo's 2005 Consolidated Plan, specifically the Appendix entitled"U.S. Department of Housing and &Urban Development/CPD Consolidated Plan/Listing of Proposed Projects." Project Budget Start Date Fnish:Date Homeless Shelter by El Camino Housing Organization $ 10,500 July 1,2006 June 30, 2007 Caring Callers Program by Senior Volunteer Services $ 1,000 July 1, 2006 June 30, 2007 Purchase of groceries by the Atascadero Loaves and $ 7,500 July 1, 200 June 30,2007 Fishes Bilingual Liaison by Atascadero Community Link $ 1,500 July 1,2006 June 30, 2007 Youth Activities Scholarship Fund by the Atascadero $ 8,235 July 1, 2006 June 30,2007 Community Services Foundation Code Enforcement in redevelopment area $ 33,600 July 1, 2006 June 30, 2007 Pedestrian ADA Improvements $ 77,025 July 1, 2006 December 31, 2007 Escuela del Rio Training Facility for Developmentally $ 25,000 July 1, 2006 December 31, 2007 Disabled Administration $ 27,209 July 1, 2006 June 30, 2007 Total $191;569 3. Records Federal regulation 570.503(b)(2) requires that this agreement set forth the required records and record keeping responsibilities that the Subrecipient assumes upon receiving CDBG funds. All records and record keeping activities required of the Recipient by section 570.506 of the federal regulations shall be created and maintained by the Subrecipient and shall be, on the request of Recipient, submitted to the Recipient. To effectively monitor projects for compliance with CDBG regulations, all records must be available for review, or may be required for submittal to the Recipient. 4. Reports All reports required by federal regulations 570.507 shall be prepared and maintained by the Subrecipient. The following reports shall be maintained and/or submitted by the Subrecipient to the Recipient: COMMUNITY DEVELOPMENT BLOCK GRANT,2006 PROGRAM SUBRECIPIENT AGREEMENT CITY OF ATASCADERO PAGE 3 A. The Subrecipient shall submit an annual performance and evaluation report no later than 30 days after the completion of the most recent program year showing the status of all activities as of the end of the program year. The purpose of the performance and evaluation report is to assist the Recipient in complying with its reporting obligations under 24 Code of Federal Regulations section 570.507(a) and under 24 Code of Federal Regulations Part 91. The Recipient,shall specify the content and format of this report. B. Quarterly progress reports shall be submitted by the Subrecipient to the Recipient on, or before, the fifteenth day following the quarter end. The quarterly report shall include a description of the approved activities completed, any problems encountered and corrective actions taken. C. As to CDBG funds covered by the agreement, the Subrecipient agrees to provide the Recipient access to its accounting records and documents and to provide non-financial assistance needed by Recipient in the performance of its monitoring function. D. Subrecipients who receive at least $300,000 of CDBG funds will contract with an independent certified public accountant to conduct a financial audit of their whole organization and will include an audit with a separate report of the projects funded by CDBG funds in accordance with federal OMB Circular A-133, also otherwise known as the single audit. E. Copies of any audited financial reports and the single audit report will be provided to the Recipient. F. The Subrecipient will require any of its non-profit Subrecipients that receive at least $300,000 of CDBG funds to procure an audit of their financial records in accordance with federal OMB circular A-133. G. Other reports and information may be required as determined necessary by HUD to carry out its responsibilities under the Act or other applicable laws. The Subrecipient agrees to provide any HUD required reports. COMMUNITY DEVELOPMENT BLOCK GRANT,2006 PROGRAM SUBRECIPIENT AGREEMENT CITY OF ATASCADERO PAGE 4 5. Payments Subrecipient may request payments twice monthly. The information required by HUD for cash disbursements shall be provided by the Subrecipient to request payment from the Recipient. The Recipient shall review payment claims for compliance with the statement of work and the other provisions of this agreement. All payment of claims are subject to the availability of funds to the Recipient from HUD. If claims are approved, the Recipient shall make payment to Subrecipient according to the following schedule: A. If a Subrecipient submits a cash request on or before the tenth of the month, payment shall be made by the Recipient to the Subrecipient by the twentieth of the month. B. If a Subrecipient submits a cash request on or before the twentieth of the month, payment shall be made by the Recipient to the Subrecipient by the thirtieth of the month. 6. Program income- Section 570.504 A. The Subrecipient shall notify the Recipient on a quarterly basis of any income generated by the expenditure of CDBG funds and received by the Subrecipient. Such income may be retained by the Subrecipient subject to the provisions of the Cooperative Agreement, the Act, and its regulations. Any program income retained must only be used for eligible activities in accordance with all CDBG requirements. B. Instead of the Recipient, it shall be the Subrecipient's responsibility to manage and use the program income in compliance with the standards and requirements set forth in section 570.504(a) & (b)(1) through (b)(3). The transfer of CDBG funds from the Recipient to the Subrecipient shall be adjusted to reflect any program income in accordance with the principles set forth in section 570.504(b)(2)(i) and (ii). In addition, all of the provisions of this agreement (between the Recipient and the Subrecipient) shall apply to the management and use of the program income. C. Recipient shall monitor the use of any program income, requiring appropriate record keeping and reporting by the Subrecipient as may be needed for this purpose, and shall report the use of such program income to HUD. In the event of close-out as defined in section 570.509 of the federal regulations or change of status of the Subrecipient, (i.e., from Subrecipient to entitlement), all program income on hand or received by the Subrecipient subsequent to the close-out or change of status shall be paid to the Recipient. COMMUNITY DEVELOPMENT BLOCK GRANT,2006 PROGRAM SUBRECIPIENT AGREEMENT CITY OF ATASCADERO PAGE 5 D. Any program income on hand when the agreement expires, or received after the agreement's expiration, shall be paid to the Recipient as required by section 570.503(b)(8). 7. Uniform Administrative Requirements The Subrecipient shall comply with all sections of the Uniform Administrative Requirements described in 24 Code of Federal Regulation section 570.502 subdivision(2). 8. Other program requirements The Subrecipient shall carry out each activity in compliance with all federal laws and regulations described in subpart K of the CDBG federal regulations, except that Subrecipient does not assume the Recipient's environmental responsibility described in federal regulations section 570.604; and Subrecipient does not assume Recipient's responsibility for initiating the review process under the provisions of 24 CFR part 52 per federal regulation 570.503(5)(ii). Subrecipient shall assist Recipient in conducting environmental reviews for activities identified in Paragraph two of this agreement. The Subrecipient is responsible for spending all funds in compliance with all applicable regulations, laws and executive orders, and warrants it will do so. In the event that the Subrecipient violates any such regulations, laws and/or executive orders, and such violation(s)result in the Recipient incurring expenses and/or making payments to HUD attributable to some or all of the funds received by Subrecipient, then the Subrecipient shall pay to Recipient, on the demand of Recipient, all of the said expenses incurred by Recipient and all of the payments made by Recipient as a result of Subrecipient's said violation(s). 9. Suspension and Termination In accordance with 24 CFR 85.43, suspension or termination may occur if Subrecipient materially fails to comply with any term of the award, and the award may be terminated for convenience in accordance with 24 CFR 85.44. 10. Reversion of assets - Section 570.503 (b)(8) All transfers of assets are subject to the provisions of the Cooperative Agreement. Upon the expiration of this agreement, the Subrecipient shall transfer to the Recipient any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under Subrecipient's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 (whether in the form of a grant or loan) must be used to meet one of the national objectives in federal regulations section 570.208 until five years after the expiration of this agreement. If Subrecipient chooses not to use the real property COMMUNITY DEVELOPMENT BLOCK GRANT,2006 PROGRAM SUBRECIPIENT AGREEMENT CITY OF ATASCADERO PAGE 6 to meet one of the national objectives for five years then Subrecipient shall pay Recipient upon expiration of this agreement an amount equal to the current market value of the real property less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. NOW,THEREFORE,the parties hereto have caused this Subrecipient agreement to be executed and attested by their proper officer thereunder duly authorized, and their official seals to be hereunto affixed, all as of the day first above written. APPROVED AS TO FORM AND CONTENT: CITY OF AT SCADERO/ BY: PaEnfight, City Attorney DATED: I ^d' t— O(�? CITY OF ATASCADERO t BY: C Wade G. McKinney, City anager DATED: C� 42 ATTEST: Marcia M. Torgerson, City Cl r DATED: COMMUNITY DEVELOPMENT BLOCK GRANT,2006 PROGRAM SUBRECIPIENT AGREEMENT CITY OF ATASCADERO PAGE 7 COUNTY OF SAN LUIS OBISPO BY: Z� Victor olanda, AICP Director of Planning and Building DATED: APPROVED AS TO FORM AND CONTENT: COUNTY OF SAN LUIS OBISPO, JAMES B. LINDHOLM,JR. COUNTY COUNSEL BY: Dep#Cntytkou—nsse-11 DATED: AGREEMENT FOR GRANT OF CDBG FUNDS TO ATASCADERO COMMUNITY LINK THIS AGREEMENT is made and entered into this day of , 2006, by and between ATASCADERO COMMUNITY LINK a California nonprofit corporation (hereinafter referred to as "ATASCADERO COMMUNITY LINK", and the CITY OF ATASCADERO, a political subdivision of the State of California (hereinafter referred to as "the City"). WITNESSETH: WHEREAS, ATASCADERO COMMUNITY LINK to fund Bilingual Liaison services; and WHEREAS, ATASCADERO COMMUNITY LINK requested funding in the amount of $1,500 through the Community Development block Grant (CDBG) Program to provide funding for these services (hereinafter referred to as "the Project"); and WHEREAS, , the San Luis Obispo County Board of Supervisors approved the county of San Luis Obispo Consolidated Plan and projected use of funds pursuant to applicable federal regulations (24 CFR Part 570), hereinafter referred to as the "2006 Action Plan," providing for $1,500 from the 2006 CDBG Program to enable ATASCADERO COMMUNITY LINK to carry out the project; and WHEREAS, HUD approved the 2006 one year action plan of the consolidated Plan by executing a grant agreement; and 2006 CDBG Agreement- 1 WHEREAS, ATASCADERO COMMUNITY LINK is an eligible entity (a nonprofit 501(C)(3) corporation) to act as designated project sponsor and, as such, ATASCADERO COMMUNITY LINK will carry out the Project; and NOW, in consideration of the mutual promises, recitals and other provisions hereof, the parties agree as follows: 1. Scope of Activities During the term of this Agreement ATASCADERO COMMUNITY LINK shall provide mentor services as detailed in their Application for Funding hereby made a part of this agreement by reference. 2. Reporting (a) ATASCADERO COMMUNITY LINK shall submit quarterly progress reports to the City Administrative Services Department describing the progress made toward accomplishing the above-listed activities. ATASCADERO COMMUNITY LINK agrees to submit to the City Administrative Services Department a final report within 60 days of completing the Project, describing which of the Project objectives and activities ATASCADERO COMMUNITY LINK has accomplished, with sufficient detail to enable the City to properly evaluate ATASCADERO COMMUNITY LINK performance in completing the objectives and activities of the Project. 2006 CDBG Agreement- 2 (b) ATASCADERO COMMUNITY LINK further agrees to submit an annual report to the City Administrative Services Department certifying the continuing operation of the project. (c) ATASCADERO COMMUNITY LINK shall submit quarterly reports, using the form provided in this contract, relative to the Characteristics of persons benefiting from these funds as required under HUD regulations. (d) The City shall prepare and submit all CDBG reports required under its Grant Agreement with HUD. 3. City Responsibilities City shall be responsible for fulfilling responsibilities of the Grantee pursuant to the Grant Agreement. 4. Relationship to Grant Agreement ATASCADERO COMMUNITY LINK acknowledges and agrees that this Agreement is subject to the obligations and limitations imposed on the City by the Grant Agreement and all future amendments to Grant Agreement and is intended to be in conformance and harmony with it. ATASCADERO COMMUNITY LINK further acknowledges that if the Grant Agreement is terminated by the United States Government, prior to its implementation by appropriation and/or funding, the City shall have the right to terminate or amend this Agreement by giving written notice of the termination or amendment of this Agreement to ATASCADERO COMMUNITY LINK. ATASCADERO COMMUNITY LINK hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this Agreement shall be 2006 CDBG Agreement- 3 deemed to require the City to perform an obligation in conflict with the Grant agreement. ATASCADERO COMMUNITY LINK further agrees that the city's rights to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way, by this Agreement. 5. Compensation Subject to the terms and conditions of this Agreement (including the availability of CDBG funds to the City), City shall provide to ATASCADERO COMMUNITY LINK the amount of $1,500 to enable ATASCADERO COMMUNITY LINK carry out the Project. In no instance shall the City be liable for any costs of the Project in excess of $1,500, nor for any unauthorized or ineligible costs. ATASCADERO COMMUNITY LINK shall not obligate or expend any part of the $1,500 for purposes other than the MENTOR PROJECT. Payment for the foregoing shall be in accordance with the following procedure: (a) ATASCADERO COMMUNITY LINK shall submit a request for payments to the City, along with documentation (work invoices, inspection reports, photos, etc.) for those activities for which the payments are being requested. (b) Payment will be made to ATASCADERO COMMUNITY LINK within 30 days of the request being approved by the City. ATASCADERO COMMUNITY LINK shall pay the contractor for work completed. (c) Ten percent of the grant amount will be withheld pending final approval of the completed work. 2006 CDBG Agreement- 4 (d) If the Project is not successfully completed, the $1,500 will be returned to the City Administrative Services Director. 6. Term of Agreement The term of this Agreement shall commence on the date first above written and shall terminate 20 years from the date, unless sooner terminated as hereinafter provided. 7. Termination of Agreement for Cause If City determines that ATASCADERO COMMUNITY LINK has incurred obligations or made expenditures for purposes which are not permitted or are prohibited under the terms and provisions of this Agreement, or if City determines that ATASCADERO COMMUNITY LINK has failed to fulfill its obligations under this Agreement in a timely and professional manner, or if ATASCADERO COMMUNITY LINK is in violation of any of the terms or provisions of this Agreement, or if City is given notice by HUD or the County that HUD or the County is terminating its Grant Agreement with the City, or if ATASCADERO COMMUNITY LINK makes a general assignment for the benefit of ATASCADERO COMMUNITY LINK creditors, or if a receiver should be appointed in the event of ATASCADERO COMMUNITY LINK insolvency, then City shall have the right to terminate this Agreement effective immediately upon giving written notice thereof to ATASCADERO COMMUNITY LINK. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to effective date of such termination. If City's termination of ATASCADERO COMMUNITY LINK Agreement for cause is defective for any reason, including but not limited to City's reliance on erroneous facts 2006 CDBG Agreement- 5 concerning ATASCADERO COMMUNITY LINK performance, or any defect in the notice thereof, City's maximum liability shall not exceed the amount payable to ATASCADERO COMMUNITY LINK under paragraph five (5) of this Agreement. 8. Termination for Convenience Either party may terminate this Agreement at any time by giving the other party 30 days written notice of such termination. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. Contractor shall be paid for all work satisfactorily completed prior to the effective date of said termination. 9. Sources and Availability of Funds It is understood by the parties thereto that the funds being used for the purpose of this Agreement are funds furnished to City through HUD pursuant to the provisions of the Act. Notwithstanding any other provision of this Agreement, the liability of City shall be limited to CDBG funds available for the project. ATASCADERO COMMUNITY LINK understands that City must wait for release of funds from HUD before grant funds may be advanced or reimbursed. City shall incur no liability to ATASCADERO COMMUNITY LINK, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments. 10. Reimbursement of Improper Expenditures If any time within applicable statutory periods of limitation it is determined by City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or his duly authorized representatives that funds provided for under the terms 2006 CDBG Agreement- 6 of this Agreement have been used by or on behalf of ATASCADERO COMMUNITY LINK in a manner or for purposes not authorized or prohibited by said Act or regulations adopted pursuant thereto ATASCADERO COMMUNITY LINK shall, at City's request, pay to city an amount equal to one hundred percent of the amount improperly expended. 11. Employment Status ATASCADERO COMMUNITY LINK shall, during the entire term of this Agreement, be construed as a contractor, and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship or a joint venture relationship. Neither ATASCADERO COMMUNITY LINK nor any agents, employees, or contractors are or shall be considered to be agents or employees of the City or HUD in connection with the performance of ATASCADERO COMMUNITY LINK obligations under this Agreement. 12. Inspections The City reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. ATASCADERO COMMUNITY LINK agrees that all work found by such inspections not to conform to the applicable requirements shall be corrected and that city may withhold payments to ATASCADERO COMMUNITY LINK until such corrections are completed. 13. Records (a) All records, accounts, documentation and all other materials relevant to a fiscal audit or examination, as specified by HUD, shall be retained by ATASCADERO 2006 CDBG Agreement- 7 COMMUNITY LINK for a period of not less than three (3) years from the date of termination of this Agreement. (b) If so directed by the City or HUD upon termination of this Agreement ATASCADERO COMMUNITY LINK shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City or HUD as depository. (c) ATASCADERO COMMUNITY LINK understands that ATASCADERO COMMUNITY LINK shall be subject to the examination and audit of the City Administrative Services Director for a period of three (3) years after the final payment under this Agreement. 14. Audit (a) All records, accounts, documentation and other materials deemed to be relevant to the work by the City or HUD shall be accessible at any time to the authorized representatives of the county, state or federal government, on reasonable prior notice, for the purpose of examination or audit. (b) An expenditure which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the City or its designee by ATASCADERO COMMUNITY LINK. Expenditures for work not described in paragraph one (1) of this Agreement shall be deemed authorized if the performance of such work is approved in writing by the City or HUD prior to the commencement of such work. 2006 CDBG Agreement- 8 (c) Absent fraud or mistake on the part of the City or HUD, the detennination by the City and HUD of allowability of any expenditure shall be final. 15. Indemnification ATASCADERO COMMUNITY LINK shall defend, indemnify and save harmless the City, its officers, agents and employees from any and all claims, demands, damages, costs, expenses, judgments, or liability occasioned by the perfonnance or attempted performance of the provisions hereof, or in any way arising out of this Agreement, including, but not limited to, (a) those predicated upon theories of violation of statute, ordinance or regulation, violation of civil rights, (b) any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board with respect to ATASCADERO COMMUNITY LINK that would establish a City liability for failure to make social security and income tax withholding payments, (c) inverse condemnation, (d) equitable relief, or (e) any wrongful act or any negligent act or omission to act on the part of ATASCADERO COMMUNITY LINK or of agents, employees, or independent contractors directly responsible to ATASCADERO COMMUNITY LINK; providing further that the foregoing obligations to defend, indemnify and save harmless shall apply to any wrongful acts, or any actively or passively negligent acts or omissions to act, committed jointly or concurrently by ATASCADERO COMMUNITY LINK, its agents, employees, or independent contractors and the City, its agents, employees, or independent contractors. Nothing contained in the foregoing indemnity provisions shall be construed to require indemnification for claims demand, damages, costs expenses or judgments resulting solely from the conduct of the City. 2006 CDBG Agreement- 9 16. Insurance ATASCADERO COMMUNITY LINK shall obtain and maintain for the entire term of this Agreement and ATASCADERO COMMUNITY LINK shall not perform any work under this Agreement until ATASCADERO COMMUNITY LINK has obtained comprehensive general liability insurance, in companies acceptable to the City, and authorized to issue such insurance in the State of California. Said insurance shall consist of the following: (a) Liability Insurance — ATASCADERO COMMUNITY LINK shall maintain in full force and effect, for the period covered by this Agreement, comprehensive liability insurance. This comprehensive general and automobile liability insurance shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property, resulting from any act or occurrence arising out of ATASCADERO COMMUNITY LINK operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amount of insurance shall be not less than one million dollars ($1,500,000) combined single limit coverage for bodily and personal injury, including death resulting therefrom, and property damage. The following endorsements shall be attached to the policy: (1) If the insurance policy covers an "accident" basis, it must be changed to "occurrence". (2) The policy must cover personal injury as well as bodily injury. 2006 CDBG Agreement- 10 (3) Blanket contractual liability must be afforded and the policy must contain a cross liability or severability of interest endorsement. (4) The City, its officers, agents, and employees shall be named as additional insured under the policy, and the policy shall provide that insurance will operate as primary insurance and that no other insurance affected by the City will be called upon to contribute to a loss hereunder. (b) Workers' Compensation Insurance — In accordance with the provisions of Labor Code Section 3700, ATASCADERO COMMUNITY LINK is required to be insured against liability for workers' compensation or to undertake self-insurance for any individuals working as employees of ATASCADERO COMMUNITY LINK. ATASCADERO COMMUNITY LINK agrees to comply with such provisions before commencing the performance of the work under this Agreement. (c) The following requirements apply to all insurance to be provided by ATASCADERO COMMUNITY LINK: (1) A certified copy of each insurance policy and a certificate of insurance shall be furnished City within sixty(60) days after execution of this Agreement. A CERTIFICATE ALONE IS NOT ACCEPTABLE. Provided, however, a certificate of insurance shall be furnished City prior to the approval of any advances by the Auditor-Controller of the City pursuant to this Agreement. (2) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to City. 2006 CDBG Agreement- 11 (3) Approval of the insurance by City shall not relieve or decrease the extend to which ATASCADERO COMMUNITY LINK may be held responsible for payment of damages resulting from ATASCADERO COMMUNITY LINK services or operations pursuant to this Agreement. (d) If ATASCADERO COMMUNITY LINK fails or refuses to procure or maintain the insurance required by this paragraph, or fails or refuses to furnish City with required proof that insurance has been procured and is in force and paid for, City shall have the right, at city's election, to forthwith terminate this Agreement. 17. Equal Employment Opportunity During the performance of this Agreement, ATASCADERO COMMUNITY LINK agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, and specifically agrees to comply with the provisions of Section 202 of Presidential Executive Order No. 11246. 18. Entire Agreement and Modifications This Agreement sets for the full and entire understanding of the parties regarding the matter set forth herein, and any other prior to existing understandings or Agreements by the parties, whether formal or informal, regarding any matters are hereby superseded or terminated in their entirety. No changes, amendments, or alterations shall be effective unless in writing and signed by all parties hereto. ATASCADERO COMMUNITY LINK specifically acknowledges that in entering into and executing this Agreement, 2006 CDBG Agreement- 12 ATASCADERO COMMUNITY LINK relies solely upon the provisions contained in this Agreement and no others. 19. Funding for Additional Services Funding for any programs, projects, or services beyond the term of this Agreement, by any new agreement or amendment or extension of this Agreement, have not been authorized and will depend upon City's determination of satisfactory performance of this Agreement by ATASCADERO COMMUNITY LINK and upon the availability to City of additional grant funds allocated for such purposes. Neither City nor any employee of City has made any promise or commitment, express or implied, that any additional funds will be paid or made available to ATASCADERO COMMUNITY LINK for the purpose of this Agreement over and above the funds expressly allocated under the terms of this Agreement. 20. Contractors and Subcontractors ATASCADERO COMMUNITY LINK agrees to, and shall require its subcontractors to agree to: (a) Perform the work in accordance with federal, state and local housing and building codes as applicable. (b) Comply with the Labor Standards described in 24 CFR 570.603 and with the provisions of the California Labor Code, as applicable. (c) Comply with the applicable Equal Opportunity requirements described in 24 CFR 570.607. 2006 CDBG Agreement- 13 (d) Maintain at least the minimum state-required workers' compensation insurance for those employees who will perform the work or any part of it. (e) Maintain, if so required by law, unemployment insurance, disability insurance and liability insurance in an amount to be determined by the State which is reasonable to compensate any person, firm, or corporation who may be injured or damaged by ATASCADERO COMMUNITY LINK or any subcontractor in performing the work or any part of it. 21. Compliance with City County and State Laws and Regulations ATASCADERO COMMUNITY LINK agrees to comply with all City, County and State laws and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity and all other matters applicable to ATASCADERO COMMUNITY LINK, its subcontractors, and the work. 22. Compliance with Federal Laws and Regulations ATASCADERO COMMUNITY LINK agrees to comply with all federal laws and regulations applicable to the CDBG program and to the work. 23. No Assignment Without Consent Inasmuch as this Agreement is intended to secure the specialized services of ATASCADERO COMMUNITY LINK, and ATASCADERO COMMUNITY LINK shall not have the right to assign or transfer this Agreement, or any part hereof or monies payable hereunder, without the prior written consent of City, and any such assignment or transfer without the City's prior written consent shall be considered null and void. 2006 CDBG Agreement- 14 24. Law Governing and Venue This Agreement has been executed and delivered in the State of California, and the validity, enforceability and interpretation of any of the clauses of this Agreement shall be determined and governed by the law of the State of California. All duties and obligations of the parties created hereunder are performable in San Luis Obispo County, and such County shall be that venue for any action, or proceeding that may be brought, or arise out of, in connection with or by reason of this Agreement. 25. Enforceability If any terms, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 26. Binding on Successors in Interest All provisions of this Agreement shall be binding on the parties and their heirs, assigns and successors in interest. 27. Effect of Waiver City's waiver or breach of any one terms, covenant or other provision of this Agreement shall be not a waiver of a subsequent breach of the same term, covenant or provision of this Agreement or of the breach of any other term, covenant or provision of this Agreement. 2006 CDBG Agreement- 15 28. Patents &Royalties (a) ATASCADERO COMMUNITY LINK shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project. Certificates showing the payment of any such licenses or royalties, and permits for the use of any patented or copyrighted devices shall be secured and paid for by ATASCADERO COMMUNITY LINK and delivered to the City upon completion of the Project, if required. (b) ATASCADERO COMMUNITY LINK shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project and agrees to indemnify and hold harmless the City and its duly authorized representatives, from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes. 29. Notices Unless otherwise provided, all notices herein required shall be in writing, and delivered in person or sent by United States first class mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Director of Public Works, City of Atascadero, 6907 El Camino Real, Atascadero, CA 93422. Notices required to be given to ATASCADERO COMMUNITY LINK shall be addressed as follows: ATASCADERO COMMUNITY LINK, 5805-G Capistrano Avenue, Atascadero, CA 93422 2006 CDBG Agreement- 16 Provided that any party may change such address by noticing in writing to the other parties and thereafter notices shall be transmitted to the new address. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ATASCADERO COMMUNITY LINK org Do ge CITY OF ATASCADERO G WADE G. McKINNEY City Manager APPJOV A F RM AND LEGAL EFFECT: AT CK 4/—ff4RIGHT City Attorney 2006 CDBG Agreement- 17 Agency Name: Program Name: Quarterly/Year-End Report This Quarter Year to-date Total White,non-Hispanic Black,non-Hispanic Hispanic Asian/Pacific Islander American Indian/Alaskan Native Income less than 30%of median Income 31%to 50%of median Income 51%to 80%of median Male Female Developmentally disabled Physically disabled Age 18 or less Amount Cash Match 1. 2. Federal Government 1. 2. State 1. 2. Local 1. 2. Private Sources: 1. i 2. 3. 4. 2006 CDBG Agreement- 18 AGREEMENT FOR GRANT OF CDBG FUNDS FOR THE PURCHASE OF GROCERIES FOR THE ATASCADERO LOAVES AND FISHES THIS AGREEMENT is made and entered into this day of , 2006,by and between LOAVES AND FISHES a California nonprofit corporation (hereinafter referred to as "LOAVES AND FISHES", and the CITY OF ATASCADERO, a political subdivision of the State of California(hereinafter referred to as "the City"). WITNESSETH: WHEREAS, LOAVES AND FISHES operates a food bank in the City of Atascadero; and WHEREAS, LOAVES AND FISHES requested funding in the amount of $7,500 through the Community Development block Grant (CDBG) Program to provide for the purchase of groceries (hereinafter referred to as the project); and WHEREAS, the San Luis Obispo County Board of Supervisors approved the county of San Luis Obispo Consolidated Plan and projected use of funds pursuant to applicable federal regulations (24 CFR Part 570), hereinafter referred to as the "2006 Action Plan," providing for $7,500 from the 2006 CDBG Program to enable LOAVES AND FISHES to carry out the project; and WHEREAS, HUD approved the 2006 one year action plan of the consolidated Plan by executing a grant agreement; and 2006 CDBG Agreement-NCWS i WHEREAS, LOAVES AND FISHES is an eligible entity (a nonprofit 501(C)(3) corporation) to act as designated project sponsor and, as such, LOAVES AND FISHES will carry out the Project; and NOW, in consideration of the mutual promises, recitals and other provisions hereof, the parties agree as follows: 1. Scope of Activities (a) Within 18 months after the approval of this Agreement, LOAVES AND FISHES shall complete the Activities shown below: (i) Secure all necessary City approvals and permits for the Project. (ii) Complete construction of the Project and obtain final inspection approval. (b) During the term of this Agreement LOAVES AND FISHES shall operate the existing facility as above described. (c) During the term of this Agreement LOAVES AND FISHES will not transfer, assign, lease, sell, encumber or submit to judicial or non-judicial foreclosure proceedings of the project site without providing written notice to and receiving the written approval of the City. 2. Reporting (a) LOAVES AND FISHES shall submit quarterly progress reports to the City Administrative Services Department describing the progress made toward accomplishing the above-listed activities. LOAVES AND FISHES agrees to submit to the City Administrative Services Department 2006 CDBG Agreement-NCWS 2 a final report within 60 days of completing the Project, describing which of the Project objectives and activities LOAVES AND FISHES has accomplished, with sufficient detail to enable the City to properly evaluate LOAVES AND FISHES performance in_completing_the objectives and activities of the Project. (b) LOAVES AND FISHES further agrees to submit an annual report to the City Administrative Services Department certifying the continuing operation of the facility on the property. (c) LOAVES AND FISHES shall submit quarterly reports, using the form provided in this contract, relative to the Characteristics of persons benefiting from these funds as required under HUD regulations. (d) The City shall prepare and submit all CDBG reports required under its Grant Agreement with HUD. 3. City Responsibilities City shall be responsible for fulfilling responsibilities of the Grantee pursuant to the Grant Agreement. 4. Relationship to Grant Agreement LOAVES AND FISHES acknowledges and agrees that this Agreement is subject to the obligations and limitations imposed on the City by the Grant Agreement and all future amendments to Grant Agreement and is intended to be in conformance and harmony with it. LOAVES AND FISHES further acknowledges that if the Grant Agreement is terminated by the United States Government, prior to its implementation by 2006 CDBG Agreement-NCWS 3 appropriation and/or funding, the City shall have the right to terminate or amend this Agreement by giving written notice of the termination or amendment of this Agreement to LOAVES AND FISHES. LOAVES AND FISHES hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant agreement. LOAVES AND FISHES further agrees that the city's rights to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way,by this Agreement. 5. Compensation Subject to the terms and conditions of this Agreement (including the availability of CDBG funds to the City), City shall provide to LOAVES AND FISHES the amount of $7,500 to enable LOAVES AND FISHES carry out the Project. In no instance shall the City be liable for any costs of the Project in excess of$7,500, nor for any unauthorized or ineligible costs. LOAVES AND FISHES shall not obligate or expend any part of the $7,500 for purposes other than the drainage improvements project at the Atascadero facility. Payment for the foregoing shall be in accordance with the following procedure: (a) LOAVES AND FISHES shall submit a request for payments to the City, along with documentation (work invoices, inspection reports, photos, etc.) for those activities for which the payments are being requested. (b) Payment will be made to LOAVES AND FISHES within 30 days of the request being approved by the City. 2006 CDBG Agreement-NCWS 4 R 6. Term of Agreement The term of this Agreement shall commence on the date first above written and shall terminate 20 years from the date, unless sooner terminated as hereinafter provided. 7. Termination of Agreement for Cause If City determines that LOAVES AND FISHES has incurred obligations or made expenditures for purposes which are not permitted or are prohibited under the terms and provisions of this Agreement, or if City determines that LOAVES AND FISHES has failed to fulfill its obligations under this Agreement in a timely and professional manner, or if LOAVES AND FISHES is in violation of any of the terms or provisions of this Agreement, or if City is given notice by HUD or the County that HUD or the County is terminating its Grant Agreement with the City, or if LOAVES AND FISHES makes a general assignment for the benefit of LOAVES AND FISHES creditors, or if a receiver should be appointed in the event of LOAVES AND FISHES insolvency, then City shall have the right to terminate this Agreement effective immediately upon giving written notice thereof to LOAVES AND FISHES. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to effective date of such termination. If City's termination of LOAVES AND FISHES Agreement for cause is defective for any reason, including but not limited to City's reliance on erroneous facts concerning LOAVES AND FISHES performance, or any defect in the notice thereof, City's maximum liability shall not exceed the amount payable to LOAVES AND FISHES under paragraph five (5) of this Agreement. 2006 CDBG Agreement-NCWS 5 8. Termination for Convenience Either party may terminate this Agreement at any time by giving the other party 30 days written notice of such termination. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. Contractor shall be paid for all work satisfactorily completed prior to the effective date of said termination. 9. Sources and Availability of Funds It is understood by the parties thereto that the funds being used for the purpose of this Agreement are funds furnished to City through HUD pursuant to the provisions of the Act. Notwithstanding any other provision of this Agreement, the liability of City shall be limited to CDBG funds available for the project. LOAVES AND FISHES understands that City must wait for release of funds from HUD before grant funds may be advanced or reimbursed. City shall incur no liability to LOAVES AND FISHES, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments. 10. Reimbursement of Improper Expenditures If any time within applicable statutory periods of limitation it is determined by City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or his duly authorized representatives that funds provided for under the terms of this Agreement have been used by or on behalf of LOAVES AND FISHES in a manner or for purposes not authorized or prohibited by said Act or regulations adopted 2006 CDBG Agreement-NCWS 6 pursuant thereto LOAVES AND FISHES shall, at City's request, pay to city an amount equal to one hundred percent of the amount improperly expended. 11. Employment Status LOAVES AND FISHES shall, during the entire term of this Agreement, be construed as a contractor, and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship or a joint venture relationship. Neither LOAVES AND FISHES nor any of LOAVES AND FISHES agents, employees, or contractors are or shall be considered to be agents or employees of the City or HUD in connection with the performance of LOAVES AND FISHES obligations under this Agreement. 12. Inspections The City reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. LOAVES AND FISHES agrees that all work found by such inspections not to conform to the applicable requirements shall be corrected and that city may withhold payments to LOAVES AND FISHES until such corrections are completed. 13. Records (a) All records, accounts, documentation and all other materials relevant to a fiscal audit or examination, as specified by HUD, shall be retained by LOAVES AND FISHES for a period of not less than three (3) years from the date of termination of this Agreement. 2006 CDBG Agreement-NCWS 7 (b) If so directed by the City or HUD upon termination of this Agreement LOAVES AND FISHES shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City or HUD as depository. (c) LOAVES AND FISHES understands that LOAVES AND FISHES shall be subject to the examination and audit of the City Administrative Services Director for a period of three (3) years after the final payment under this Agreement. 14. Audit (a) All records, accounts, documentation and other materials deemed to be relevant to the work by the City or HUD shall be accessible at any time to the authorized representatives of the county, state or federal government, on reasonable prior notice, for the purpose of examination or audit. (b) An expenditure which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the City or its designee by LOAVES AND FISHES. Expenditures for work not described in paragraph one (1) of this Agreement shall be deemed authorized if the performance of such work is approved in writing by the City or HUD prior to the commencement of such work. (c) Absent fraud or mistake on the part of the City or HUD, the determination by the City and HUD of allowability of any expenditure shall be final. 15. Indemnification LOAVES AND FISHES shall defend, indemnify and save harmless the City, its officers, agents and employees from any and all claims, demands, damages, costs, 2006 CDBG Agreement-NCWS 8 expenses, judgments, or liability occasioned by the performance or attempted performance of the provisions hereof, or in any way arising out of this Agreement, including, but not limited to, (a) those predicated upon theories of violation of statute, ordinance or regulation, violation of civil rights, (b) any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board with respect to LOAVES AND FISHES that would establish a City liability for failure to make social security and income tax withholding payments, (c) inverse condemnation, (d) equitable relief, or (e) any wrongful act or any negligent act or omission to act on the part of LOAVES AND FISHES or of agents, employees, or independent contractors directly responsible to LOAVES AND FISHES; providing further that the foregoing obligations to defend, indemnify and save harmless shall apply to any wrongful acts, or any actively or passively negligent acts or omissions to act, committed jointly or concurrently by LOAVES AND FISHES, its agents, employees, or independent contractors and the City, its agents, employees, or independent contractors. Nothing contained in the foregoing indemnity provisions shall be construed to require indemnification for claims demand, damages, costs expenses or judgments resulting solely from the conduct of the City. 16. Insurance LOAVES AND FISHES shall obtain and maintain for the entire term of this Agreement and LOAVES AND FISHES shall not perform any work under this Agreement until LOAVES AND FISHES has obtained comprehensive general liability insurance, in companies acceptable to the City, and authorized to issue such insurance in the State of California. Said insurance shall consist of the following: 2006 CDBG Agreement-NCWS 9 (a) Liability Insurance — LOAVES AND FISHES shall maintain in full force and effect, for the period covered by this Agreement, comprehensive liability insurance. This comprehensive general and automobile liability insurance shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property, resulting from any act or occurrence arising out of LOAVES AND FISHES operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amount of insurance shall be not less than one million dollars ($1,000,000) combined single limit coverage for bodily and personal injury, including death resulting therefrom, and property damage. The following endorsements shall be attached to the policy: (1) If the insurance policy covers an "accident" basis, it must be changed to "occurrence". (2) The policy must cover personal injury as well as bodily injury. (3) Blanket contractual liability must be afforded and the policy must contain a cross liability or severability of interest endorsement. (4) The City, its officers, agents, and employees shall be named as additional insured under the policy, and the policy shall provide that insurance will operate as primary insurance and that no other insurance affected by the City will be called upon to contribute to a loss hereunder. (b) Workers' Compensation Insurance — In accordance with the provisions of Labor Code Section 3700, LOAVES AND FISHES is required to be insured against liability for workers' compensation or to undertake self-insurance for any individuals working as 2006 CDBG Agreement-NCWS 10 employees of LOAVES AND FISHES. LOAVES AND FISHES agrees to comply with such provisions before commencing the performance of the work under this Agreement. (c) The following requirements apply to all insurance to be provided by LOAVES AND FISHES: (1) A certified copy of each insurance policy and a certificate of insurance shall be furnished City within sixty(60) days after execution of this Agreement. A CERTIFICATE ALONE IS NOT ACCEPTABLE. Provided, however, a certificate of insurance shall be furnished City prior to the approval of any advances by the Auditor-Controller of the City pursuant to this Agreement. (2) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to City. (3) Approval of the insurance by City shall not relieve or decrease the extend to which LOAVES AND FISHES may be held responsible for payment of damages resulting from LOAVES AND FISHES services or operations pursuant to this Agreement. (d) If LOAVES AND FISHES fails or refuses to procure or maintain the insurance required by this paragraph, or fails or refuses to furnish City with required proof that insurance has been procured and is in force and paid for, City shall have the right, at city's election, to forthwith terminate this Agreement. 2006 CDBG Agreement-NCWS 1 17. Equal Employment Opportunity During the performance of this Agreement, LOAVES AND FISHES agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national_ origin, and specifically agrees to comply with the provisions of Section 202 of Presidential Executive Order No. 11246. 18. Entire Agreement and Modifications This Agreement sets for the full and entire understanding of the parties regarding the matter set forth herein, and any other prior to existing understandings or Agreements by the parties, whether formal or informal, regarding any matters are hereby superseded or terminated in their entirety. No changes, amendments, or alterations shall be effective unless in writing and signed by all parties hereto. LOAVES AND FISHES specifically acknowledges that in entering into and executing this Agreement, LOAVES AND FISHES relies solely upon the provisions contained in this Agreement and no others. 19. Funding for Additional Services Funding for any programs, projects, or services beyond the term of this Agreement, by any new agreement or amendment or extension of this Agreement, have not been authorized and will depend upon City's determination of satisfactory performance of this Agreement by LOAVES AND FISHES and upon the availability to City of additional grant funds allocated for such purposes. Neither City nor any employee of City has made any promise or commitment, express or implied, that any additional funds will be paid or made available to LOAVES AND FISHES for the 2006 CDBG Agreement-NCWS 12 purpose of this Agreement over and above the funds expressly allocated under the terms of this Agreement. 20. Contractors and Subcontractors (if applicable) LOAVES_AND FISHES agrees to, and shall require its subcontractors to agree to: (a) Perform the work in accordance with federal, state and local housing and building codes as applicable. (b) Comply with the Labor Standards described in 24 CFR 570.603 and with the provisions of the California Labor Code, as applicable. (c) Comply with the applicable Equal Opportunity requirements described in 24 CFR 570.607. (d) Maintain at least the minimum state-required workers' compensation insurance for those employees who will perform the work or any part of it. (e) Maintain, if so required by law, unemployment insurance, disability insurance and liability insurance in an amount to be determined by the State which is reasonable to compensate any person, firm, or corporation who may be injured or damaged by LOAVES AND FISHES or any subcontractor in performing the work or any part of it. 21. Compliance with City County and State Laws and Regulations LOAVES AND FISHES agrees to comply with all City, County and State laws and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity and all other matters applicable to LOAVES AND FISHES, its subcontractors, and the work. 2006 CDBG Agreement-NCWS 13 22. Compliance with Federal Laws and Regulations LOAVES AND FISHES agrees to comply with all federal laws and regulations applicable to the CDBG program and to the work. 23. ___No Assignment Without Consent Inasmuch as this Agreement is intended to secure the specialized services of LOAVES AND FISHES, and LOAVES AND FISHES shall not have the right to assign or transfer this Agreement, or any part hereof or monies payable hereunder, without the prior written consent of City, and any such assignment or transfer without the City's prior written consent shall be considered null and void. 24. Law Governing and Venue This Agreement has been executed and delivered in the State of California, and the validity, enforceability and interpretation of any of the clauses of this Agreement shall be determined and governed by the law of the State of California. All duties and obligations of the parties created hereunder are performable in San Luis Obispo County, and such County shall be that venue for any action, or proceeding that may be brought, or arise out of, in connection with or by reason of this Agreement. 25. Enforceability If any terms, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 2006 CDBG Agreement-NCWS 14 26. Binding on Successors in Interest All provisions of this Agreement shall be binding on the parties and their heirs, assigns and successors in interest. 27. Effect of Waiver - City's waiver or breach of any one terms, covenant or other provision of this Agreement shall be not a waiver of a subsequent breach of the same term, covenant or provision of this Agreement or of the breach of any other term, covenant or provision of this Agreement. 28. Patents &Royalties (a) LOAVES AND FISHES shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project. Certificates showing the payment of any such licenses or royalties, and permits for the use of any patented or copyrighted devices shall be secured and paid for by LOAVES AND FISHES and delivered to the City upon completion of the Project, if required. (b) LOAVES AND FISHES shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project and agrees to indemnify and hold harmless the City and its duly authorized representatives, from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes. 2006 CDBG Agreement-NCWS 15 29. Notices Unless otherwise provided, all notices herein required shall be in writing, and delivered in person or sent by United States first class mail, postage prepaid. Notices _required to_b_e given to_City_-shall be addressed_as follows: Administrative Services Director, City of Atascadero, 6907 El Camino Real, Atascadero, CA 93422. Notices required to be given to LOAVES AND FISHES shall be addressed as follows: LOAVES AND FISHES, Rich D. Wood, 5411 El Camino Real, Atascadero, CA 93422. Provided th t y party may change such address by noticing in writing to the other parties and t ereaf r notices shall be transmitted to the new address. IN WIT SS W EREOF, the parties hereto have executed this Agreement as of the day and y ar i a ve written. LOAVE IS -l.a-06 CHARD CITY OF ATASCADERO WADE G. McKINNEY City Manager APP. AS Q M AND LEGAL EFFECT: AT WUGHT City Attorney 2006 CDBG Agreement-NCWS 16 Agency Name: Program Name: Quarterly/Year-End Report This Quarter Year to-date Total m . . White,non-Hispanic Black,non-Hispanic Hispanic Asian/Pacific Islander American Indian/Alaskan Native Income less than 30%of median Income 31%to 50%of median Income 51%to 80%of median Male Female Developmentally disabled Physically disabled Age 18 or less � i� nds Amount A Cash Match 1. 2. Federal Government 1. i� 2. State 1. 2. Local 'p 1. i 2. Private Sources: 1. II, 2. 3. 4. 2006 CDBG Agreement-NCWS 17 AGREEMENT FOR GRANT OF CDBG FUNDS TO ESTABLISH A SCHOLARSHIP FUND TO ASSIST LOW INCOME YOUTH IN PARTICIPATING IN ORGANIZED RECREATIONAL AND SOCIAL ACTIVITIES THIS AGREEMENT is made and entered into this day of , 2006, by and between ATASCADERO COMMUNITY SERVICES FOUNDATION, a California nonprofit corporation (hereinafter referred to as "ATASCADERO COMMUNITY SERVICES FOUNDATION", and the CITY OF ATASCADERO, a political subdivision of the State of California (hereinafter referred to as "the City"). WITNESSETH: WHEREAS, ATASCADERO COMMUNITY SERVICES FOUNDATION provides scholarships to enable youth to participate in organized activities such as daycare, organized sports, dance classes, swimming lessons, etc., who might otherwise be unable to due to the cost; and WHEREAS, ATASCADERO COMMUNITY SERVICES FOUNDATION requested funding in the amount of $8,235 through the Community Development block Grant (CDBG) Program to provide scholarships; and WHEREAS, the San Luis Obispo County Board of Supervisors approved the County of San Luis Obispo Consolidated Plan and projected use of funds pursuant to applicable federal regulations (24 CFR Part 570), hereinafter referred to as the "2006 Action Plan," providing for $8,235 from the 2006 CDBG Program to enable ATASCADERO COMMUNITY SERVICES FOUNDATION to carry out the project; and 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 1 WHEREAS, HUD approved the 2006 one year action plan of the consolidated Plan by executing a grant agreement; and WHEREAS, ATASCADERO COMMUNITY SERVICES FOUNDATION is an eligible entity (a nonprofit 501(C)(3) corporation) to act as designated project sponsor and, as such, ATASCADERO COMMUNITY SERVICES FOUNDATION will carry out the Project; and NOW, in consideration of the mutual promises, recitals and other provisions hereof, the parties agree as follows: 1. Scope of Activities All funds received will be awarded within 18 months of the approval of this Agreement by the ATASCADERO COMMUNITY SERVICES FOUNDATION. 2. Reporting (a) ATASCADERO COMMUNITY SERVICES FOUNDATION shall submit quarterly progress reports to the City Administrative Services Department describing the progress made toward accomplishing the above-listed activities. ATASCADERO COMMUNITY SERVICES FOUNDATION agrees to submit to the City Administrative Services Department a final report within 60 days of completing the Project, describing which of the Project objectives and activities ATASCADERO COMMUNITY SERVICES FOUNDATION has accomplished, with sufficient detail to enable the City to properly evaluate ATASCADERO COMMUNITY SERVICES FOUNDATION performance in completing the objectives and activities of the Project. 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 2 (b) ATASCADERO COMMUNITY SERVICES FOUNDATION shall submit quarterly reports, using the form provided in this contract, relative to the Characteristics of persons benefiting from these funds as required under HUD regulations (c) The City shall prepare and submit all CDBG reports required under its Grant Agreement with HUD. 3. City Responsibilities City shall be responsible for fulfilling responsibilities of the Grantee pursuant to the Grant Agreement. 4. Relationship to Grant Agreement ATASCADERO COMMUNITY SERVICES FOUNDATION acknowledges and agrees that this Agreement is subject to the obligations and limitations imposed on the City by the Grant Agreement and all future amendments to Grant Agreement and is intended to be in conformance and harmony with it. ATASCADERO COMMUNITY SERVICES FOUNDATION further acknowledges that if the Grant Agreement is terminated by the United States Government, prior to its implementation by appropriation and/or funding, the City shall have the right to terminate or amend this Agreement by giving written notice of the termination or amendment of this Agreement to ATASCADERO COMMUNITY SERVICES FOUNDATION. ATASCADERO COMMUNITY SERVICES FOUNDATION hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant agreement. ATASCADERO COMMUNITY SERVICES FOUNDATION further agrees that the 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 3 city's rights to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way, by this Agreement. 5. Compensation Subject to the terms and conditions of this Agreement (including the availability of CDBG funds to the City), City shall provide to ATASCADERO COMMUNITY SERVICES FOUNDATION the amount of $8,235 to enable ATASCADERO COMMUNITY SERVICES FOUNDATION carry out the Project. In no instance shall the City be liable for any costs of the Project in excess of $8,235, nor for any unauthorized or ineligible costs. ATASCADERO COMMUNITY SERVICES FOUNDATION shall not obligate or expend any part of the $8,235 for purposes other than providing youth scholarships. (c) If the Project is not successfully completed, the $8,235 will be returned to the City Administrative Services Director. 6. Term of Agreement The term of this Agreement shall commence on the date first above written and shall terminate 20 years from the date, unless sooner terminated as hereinafter provided. 7. Termination of Agreement for Cause If City determines that ATASCADERO COMMUNITY SERVICES FOUNDATION has incurred obligations or made expenditures for purposes which are not permitted or are prohibited under the terms and provisions of this Agreement, or if City determines that ATASCADERO COMMUNITY SERVICES FOUNDATION has failed to fulfill its obligations under this Agreement in a timely and professional manner, or if ATASCADERO COMMUNITY SERVICES FOUNDATION is in violation of any 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 4 of the terms or provisions of this Agreement, or if City is given notice by HUD or the County that HUD or the County is terminating its Grant Agreement with the City, or if ATASCADERO COMMUNITY SERVICES FOUNDATION makes a general assignment for the benefit of ATASCADERO COMMUNITY SERVICES FOUNDATION creditors, or if a receiver should be appointed in the event of ATASCADERO COMMUNITY SERVICES FOUNDATION insolvency, then City shall have the right to terminate this Agreement effective immediately upon giving written notice thereof to ATASCADERO COMMUNITY SERVICES FOUNDATION. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to effective date of such termination. If City's termination of ATASCADERO COMMUNITY SERVICES FOUNDATION Agreement for cause is defective for any reason, including but not limited to City's reliance on erroneous facts concerning ATASCADERO COMMUNITY SERVICES FOUNDATION performance, or any defect in the notice thereof, City's maximum liability shall not exceed the amount payable to ATASCADERO COMMUNITY SERVICES FOUNDATION under paragraph five (5) of this Agreement. 8. Termination for Convenience Either party may terminate this Agreement at any time by giving the other party 30 days written notice of such termination. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. Contractor shall be paid for all work satisfactorily completed prior to the effective date of said termination. 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 5 9. Sources and Availability of Funds It is understood by the parties thereto that the funds being used for the purpose of this Agreement are funds furnished to City through HUD pursuant to the provisions of the Act. Notwithstanding any other provision of this Agreement, the liability of City shall be limited to CDBG funds available for the project. ATASCADERO COMMUNITY SERVICES FOUNDATION understands that City must wait for release of funds from HUD before grant funds may be advanced or reimbursed. City shall incur no liability to ATASCADERO COMMUNITY SERVICES FOUNDATION, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments. 10. Reimbursement of Improper Expenditures If any time within applicable statutory periods of limitation it is determined by City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or his duly authorized representatives that funds provided for under the terms of this Agreement have been used by or on behalf of ATASCADERO COMMUNITY SERVICES FOUNDATION in a manner or for purposes not authorized or prohibited by said Act or regulations adopted pursuant thereto ATASCADERO COMMUNITY SERVICES FOUNDATION shall, at City's request, pay to City an amount equal to one hundred percent of the amount improperly expended. 11. Employment Status ATASCADERO COMMUNITY SERVICES FOUNDATION shall, during the entire term of this Agreement, be construed as a contractor, and nothing in this Agreement is intended nor shall be construed to create an employer-employee 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 6 relationship or a joint venture relationship. Neither ATASCADERO COMMUNITY SERVICES FOUNDATION nor any of ATASCADERO COMMUNITY SERVICES FOUNDATION agents, employees, or contractors are or shall be considered to be agents or employees of the City or HUD in connection with the performance of ATASCADERO COMMUNITY SERVICES FOUNDATION obligations under this Agreement. 12. Records (a) All records, accounts, documentation and all other materials relevant to a fiscal audit or examination, as specified by HUD, shall be retained by ATASCADERO COMMUNITY SERVICES FOUNDATION for a period of not less than three (3) years from the date of termination of this Agreement. (b) If so directed by the City or HUD upon termination of this Agreement ATASCADERO COMMUNITY SERVICES FOUNDATION shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City or HUD as depository. (c) ATASCADERO COMMUNITY SERVICES FOUNDATION understands that ATASCADERO COMMUNITY SERVICES FOUNDATION shall be subject to the examination and audit of the City Administrative Services Director for a period of three (3) years after the final payment under this Agreement. 13. Audit (a) All records, accounts, documentation and other materials deemed to be relevant to the work by the City or HUD shall be accessible at any time to the authorized representatives of the county, state or federal government, on reasonable prior notice, for the purpose of examination or audit. 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 7 (b) An expenditure which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the City or its designee by ATASCADERO COMMUNITY SERVICES FOUNDATION. Expenditures for work not described in paragraph one (1) of this Agreement shall be deemed authorized if the performance of such work is approved in writing by the City or HUD prior to the commencement of such work. (c) Absent fraud or mistake on the part of the City or HUD, the determination by the City and HUD of allowability of any expenditure shall be final. 14. Entire Agreement and Modifications This Agreement sets for the full and entire understanding of the parties regarding the matter set forth herein, and any other prior to existing understandings or Agreements by the parties, whether formal or informal, regarding any matters are hereby superseded or terminated in their entirety. No changes, amendments, or alterations shall be effective unless in writing and signed by all parties hereto. ATASCADERO COMMUNITY SERVICES FOUNDATION specifically acknowledges that in entering into and executing this Agreement, ATASCADERO COMMUNITY SERVICES FOUNDATION relies solely upon the provisions contained in this Agreement and no others. 15. Funding for Additional Services Funding for any programs, projects, or services beyond the term of this Agreement, by any new agreement or amendment or extension of this Agreement, have not been authorized and will depend upon City's determination of satisfactory performance of this Agreement by ATASCADERO COMMUNITY SERVICES FOUNDATION and upon the availability to City of additional grant funds allocated for 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 8 such purposes. Neither City nor any employee of City has made any promise or commitment, express or implied, that any additional funds will be paid or made available to ATASCADERO COMMUNITY SERVICES FOUNDATION for the purpose of this Agreement over and above the funds expressly allocated under the terms of this Agreement. 16. Compliance with City, County and State Laws and Regulations ATASCADERO COMMUNITY SERVICES FOUNDATION agrees to comply with all City, County and State laws and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity and all other matters applicable to ATASCADERO COMMUNITY SERVICES FOUNDATION, its subcontractors, and the work. 17. Compliance with Federal Laws and Regulations ATASCADERO COMMUNITY SERVICES FOUNDATION agrees to comply with all federal laws and regulations applicable to the CDBG program and to the work. 18. No Assignment Without Consent Inasmuch as this Agreement is intended to secure the specialized services of ATASCADERO COMMUNITY SERVICES FOUNDATION, and ATASCADERO COMMUNITY SERVICES FOUNDATION shall not have the right to assign or transfer this Agreement, or any part hereof or monies payable hereunder, without the prior written consent of City, and any such assignment or transfer without the City's prior written consent shall be considered null and void. 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 9 19. Law Governing and Venue This Agreement has been executed and delivered in the State of California, and the validity, enforceability and interpretation of any of the clauses of this Agreement shall be determined and governed by the law of the State of California. All duties and obligations of the parties created hereunder are performable in San Luis Obispo County, and such County shall be that venue for any action, or proceeding that may be brought, or arise out of, in connection with or by reason of this Agreement. 20. Enforceability If any terms, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 21. Binding on Successors in Interest All provisions of this Agreement shall be binding on the parties and their heirs, assigns and successors in interest. 22. Effect of Waiver City's waiver or breach of any one terms, covenant or other provision of this Agreement shall be not a waiver of a subsequent breach of the same term, covenant or provision of this Agreement or of the breach of any other term, covenant or provision of this Agreement. 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 10 23. Patents & Royalties (a) ATASCADERO COMMUNITY SERVICES FOUNDATION shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project. Certificates showing the payment of any such licenses or royalties, and permits for the use of any patented or copyrighted devices shall be secured and paid for by ATASCADERO COMMUNITY SERVICES FOUNDATION and delivered to the City upon completion of the Project, if required. (b) ATASCADERO COMMUNITY SERVICES FOUNDATION shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project and agrees to indemnify and hold harmless the City and its duly authorized representatives, from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes. 24. Notices Unless otherwise provided, all notices herein required shall be in writing, and delivered in person or sent by United States first class mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Administrative Services Director, City of Atascadero, 6907 El Camino Real, Atascadero, CA 93422. Notices required to be given to ATASCADERO COMMUNITY SERVICES FOUNDATION shall be addressed as follows: ATASCADERO COMMUNITY SERVICES FOUNDATION, Attention: Brady Cherry, Secretary, P.O. Box 1898, Atascadero, CA 93423. 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 11 Provided that any party may change such address by noticing in writing to the other parties and thereafter, notices shall be transmitted to the new address. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ATASCADERO COMMUNITY SERVICES FOUNDATION Brady Cherry, Secretary CITY OF ATASCADERO mb. YNC'6;�fl WADE G. McKINNEY City Manager APPR VED AS TO F AND LEGAL EFFECT: APATRIO,ft.` , GHT City A ttorney 2006 CDBG-ATASCADERO COMMUNITY SERVICES FOUNDATION 12 Agency Name: Program Name: Quarterly/Year-End Report This Quarter Year to-date Total La+t FrS, White,non-Hispanic Black,non-Hispanic Hispanic Asian/Pacific Islander American Indian/Alaskan Native Income less than 30%of median Income 31%to 50%of median Income 51%to 80%of median Male Female Developmentally disabled Physically disabled Age 18 or less Qtherfunds ' g . Amount Cash Match 1. 2. Federal Government 1. 2. State 1. '. 2. Local y ¢' 1. r, 2. t Private Sources: I. 2. 3. 4. 2006 CDBG—ATASCADERO COMMUNITY SERVICES FOUNDATION 13 AGREEMENT FOR GRANT OF CDBG FUNDS TO PROVIDE FOR REHABILITATION AND REMODEL AT THE ESCUELA DEL RIO FACILITY THIS AGREEMENT is made and entered into this day of , 2006, by and between ESCUELA DEL RIO, a California nonprofit corporation (hereinafter referred to as "ESCUELA DEL RIO", and the CITY OF ATASCADERO, a political subdivision of the State of California(hereinafter referred to as "the City"). WITNESSETH: WHEREAS, ESCUELA DEL RIO operates a facility that serves severely, profoundly developmentally disabled adults; and WHEREAS, ESCUELA DEL RIO requested funding in the amount of $25,000 through the Community Development block Grant (CDBG) Program to provide partial funding for the construction of a new building on property currently owned by Escuela del Rio (hereinafter referred to as "the Project"); and WHEREAS, the San Luis Obispo County Board of Supervisors approved the county of San Luis Obispo Consolidated Plan and projected use of funds pursuant to applicable federal regulations (24 CFR Part 570), hereinafter referred to as the "2006 Consolidated Plan," providing for $25,000 from the 2006 CDBG Program to enable ESCUELA DEL RIO to carry out the project; and WHEREAS, HUD approved the 2006 one year action plan of the consolidated Plan by executing a grant agreement; and WHEREAS, ESCUELA DEL RIO is an eligible entity (a nonprofit 501(C)(3) corporation) to act as designated project sponsor and, as such, ESCUELA DEL RIO will carry out the Project; and 1998 CDBG Agreement-ESCUELA DEL RIO 1 NOW, in consideration of the mutual promises, recitals and other provisions hereof, the parties agree as follows: 1. Scope of Activities (a) Within 18 months after the approval of this Agreement, ESCUELA DEL RIO shall complete the Activities shown below: (i) Secure all necessary City approvals and permits for the Project. (ii) Complete construction of the Project and obtain final inspection approval. (b) During the term of this Agreement ESCUELA DEL RIO shall operate the existing facility as above described. (c) During the term of this Agreement ESCUELA DEL RIO will not transfer, assign, lease, sell, encumber or submit to judicial or non judicial foreclosure proceedings of the project site without providing written notice to and receiving the written approval of the City. 2. Reporting (a) ESCUELA DEL RIO shall submit quarterly progress reports to the City Administrative Services Department describing the progress made toward accomplishing the above-listed activities. ESCUELA DEL RIO agrees to submit to the City Administrative Services Department a final report within 60 days of completing the Project, describing which of the Project objectives and activities ESCUELA DEL RIO has accomplished, with sufficient detail to enable the City to properly evaluate ESCUELA DEL RIO performance in completing the objectives and activities of the Project. 1998 CDBG Agreement-ESCUELA DEL RIO 2 (b) ESCUELA DEL RIO further agrees to submit an annual report to the City Administrative Services Department certifying the continuing operation of the facility on the property. (c) The City shall prepare and submit all CDBG reports required under its Grant Agreement with HUD. 3. Cit,} Responsibilities City shall be responsible for fulfilling responsibilities of the Grantee pursuant to the Grant Agreement. 4. Relationship to Grant Agreement ESCUELA DEL RIO acknowledges and agrees that this Agreement is subject to the obligations and limitations imposed on the City by the Grant Agreement and all future amendments to Grant Agreement and is intended to be in conformance and harmony with it. ESCUELA DEL RIO further acknowledges that if the Grant Agreement is terminated by the United States Government, prior to its implementation by appropriation and/or funding, the City shall have the right to terminate or amend this Agreement by giving written notice of the termination or amendment of this Agreement to ESCUELA DEL RIO. ESCUELA DEL RIO hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant agreement. ESCUELA DEL RIO further agrees that the city's rights to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way, by this Agreement. 1998 CDBG Agreement-ESCUELA DEL RIO 3 5. Compensation Subject to the terms and conditions of this Agreement (including the availability of CDBG funds to the City), City shall provide to ESCUELA DEL RIO the amount of $25,000 to enable ESCUELA DEL RIO carry out the Project. In no instance shall the City be liable for any costs of the Project in excess of$25,000, nor for any unauthorized or ineligible costs. ESCUELA DEL RIO shall not obligate or expend any part of the $25,000 for purposes other than the rehabilitation and remodel projects at the Atascadero facility. Payment for the foregoing shall be in accordance with the following procedure: (a) ESCUELA DEL RIO shall submit a request for payments to the City, along with documentation (work invoices, inspection reports, photos, etc.) for those activities for which the payments are being requested. (b) Payment will be made to ESCUELA DEL RIO within 30 days of the request being approved by the City. ESCUELA DEL RIO shall pay the contractor for work completed. (c) Ten percent of the grant amount will be withheld pending final approval of the completed work. (d) If the Project is not successfully completed, the $25,000 will be returned to the City Administrative Services Director. 6. Term of Agreement The term of this Agreement shall commence on the date first above written and shall terminate 20 years from the date, unless sooner terminated as hereinafter provided. 1998 CDBG Agreement-ESCUELA DEL RIO 4 7. Termination of Agreement for Cause If City determines that ESCUELA DEL RIO has incurred obligations or made expenditures for purposes which are not permitted or are prohibited under the terms and provisions of this Agreement, or if City determines that ESCUELA DEL RIO has failed to fulfill its obligations under this Agreement in a timely and professional manner, or if ESCUELA DEL RIO is in violation of any of the terms or provisions of this Agreement, or if City is given notice by HUD or the County that HUD or the County is terminating its Grant Agreement with the City, or if ESCUELA DEL RIO makes a general assignment for the benefit of ESCUELA DEL RIO creditors, or if a receiver should be appointed in the event of ESCUELA DEL RIO insolvency, then City shall have the right to terminate this Agreement effective immediately upon giving written notice thereof to ESCUELA DEL RIO. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to effective date of such termination. If City's termination of ESCUELA DEL RIO Agreement for cause is defective for any reason, including but not limited to City's reliance on erroneous facts concerning ESCUELA DEL RIO performance, or any defect in the notice thereof, City's maximum liability shall not exceed the amount payable to ESCUELA DEL RIO under paragraph five (5) of this Agreement. 8. Termination for Convenience Either party may terminate this Agreement at any time by giving the other party 30 days written notice of such termination. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective 1998 CDBG Agreement-ESCUELA DEL RIO 5 date of such termination. Contractor shall be paid for all work satisfactorily completed prior to the effective date of said termination. 9. Sources and Availability of Funds It is understood by the parties thereto that the funds being used for the purpose of this Agreement are funds furnished to City through HUD pursuant to the provisions of the Act. Notwithstanding any other provision of this Agreement, the liability of City shall be limited to CDBG funds available for the project. ESCUELA DEL RIO understands that City must wait for release of funds from HUD before grant funds may be advanced or reimbursed. City shall incur no liability to ESCUELA DEL RIO, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments. 10. Reimbursement of Improper Expenditures If any time within applicable statutory periods of limitation it is determined by City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or his duly authorized representatives that funds provided for under the terms of this Agreement have been used by or on behalf of ESCUELA DEL RIO in a manner or for purposes not authorized or prohibited by said Act or regulations adopted pursuant thereto ESCUELA DEL RIO shall, at City's request, pay to city an amount equal to one hundred percent of the amount improperly expended. 11. Employment Status ESCUELA DEL RIO shall, during the entire term of this Agreement, be construed as a contractor, and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship or a joint venture relationship. 1998 CDBG Agreement-ESCUELA DEL RIO 6 Neither ESCUELA DEL RIO nor any of ESCUELA DEL RIO agents, employees, or contractors are or shall be considered to be agents or employees of the City or HUD in connection with the performance of ESCUELA DEL RIO obligations under this Agreement. 12 Inspections The City reserves the right to inspect any work performed hereunder to ensure that the work is being and has been performed in accordance with the applicable federal, state and/or local requirements, and this Agreement. ESCUELA DEL RIO agrees that all work found by such inspections not to conform to the applicable requirements shall be corrected and that city may withhold payments to ESCUELA DEL RIO until such corrections are completed. 13. Records (a) All records, accounts, documentation and all other materials relevant to a fiscal audit or examination, as specified by HUD, shall be retained by ESCUELA DEL RIO for a period of not less than three (3) years from the date of termination of this Agreement. (b) If so directed by the City or HUD upon termination of this Agreement ESCUELA DEL RIO shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City or HUD as depository. (c) ESCUELA DEL RIO understands that ESCUELA DEL RIO shall be subject to the examination and audit of the City Administrative Services Director for a period of three (3) years after the final payment under this Agreement. 1998 CDBG Agreement-ESCUELA DEL RIO 7 14. Audit (a) All records, accounts, documentation and other materials deemed to be relevant to the work by the City or HUD shall be accessible at any time to the authorized representatives of the county, state or federal government, on reasonable prior notice, for the purpose of examination or audit. (b) An expenditure which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the City or its designee by ESCUELA DEL RIO. Expenditures for work not described in paragraph one (1) of this Agreement shall be deemed authorized if the performance of such work is approved in writing by the City or HUD prior to the commencement of such work. (c) Absent fraud or mistake on the part of the City or HUD, the determination by the City and HUD of allowability of any expenditure shall be final. 15. Indemnification ESCUELA DEL RIO shall defend, indemnify and save harmless the City, its officers, agents and employees from any and all claims, demands, damages, costs, expenses, judgments, or liability occasioned by the performance or attempted performance of the provisions hereof, or in any way arising out of this Agreement, including, but not limited to, (a) those predicated upon theories of violation of statute, ordinance or regulation, violation of civil rights, (b) any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board with respect to ESCUELA DEL RIO that would establish a City liability for failure to make social security and income tax withholding payments, (c) inverse condemnation, (d) equitable relief, or (e) 1998 CDBG Agreement-ESCUELA DEL RIO 8 any wrongful act or any negligent act or omission to act on the part of ESCUELA DEL RIO or of agents, employees, or independent contractors directly responsible to ESCUELA DEL RIO; providing further that the foregoing obligations to defend, indemnify and save harmless shall apply to any wrongful acts, or any actively or passively negligent acts or omissions to act, committed jointly or concurrently by ESCUELA DEL RIO, its agents, employees, or independent contractors and the City, its agents, employees, or independent contractors. Nothing contained in the foregoing indemnity provisions shall be construed to require indemnification for claims demand, damages, costs expenses or judgments resulting solely from the conduct of the City. 16. Insurance ESCUELA DEL RIO shall obtain and maintain for the entire term of this Agreement and ESCUELA DEL RIO shall not perform any work under this Agreement until ESCUELA DEL RIO has obtained comprehensive general liability insurance, in companies acceptable to the City, and authorized to issue such insurance in the State of California. Said insurance shall consist of the following: (a) Liability Insurance —ESCUELA DEL RIO shall maintain in full force and effect, for the period covered by this Agreement, comprehensive liability insurance. This comprehensive general and automobile liability insurance shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property, resulting from any act or occurrence arising out of ESCUELA DEL RIO operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amount of insurance shall be 1998 CDBG Agreement-ESCUELA DEL RIO 9 not less than one million dollars ($1,000,000) combined single limit coverage for bodily and personal injury, including death resulting therefrom, and property damage. The following endorsements shall be attached to the policy: (1) If the insurance policy covers an "accident" basis, it must be changed to "occurrence". - (2) The policy must cover personal injury as well as bodily injury. (3) Blanket contractual liability must be afforded and the policy must contain a cross liability or severability of interest endorsement. (4) The City, its officers, agents, and employees shall be named as additional insured under the policy, and the policy shall provide that insurance will operate as primary insurance and that no other insurance affected by the City will be called upon to contribute to a loss hereunder. (b) Workers' Compensation Insurance — In accordance with the provisions of Labor Code Section 3700, ESCUELA DEL RIO is required to be insured against liability for workers' compensation or to undertake self-insurance for any individuals working as employees of ESCUELA DEL RIO. ESCUELA DEL RIO agrees to comply with such provisions before commencing the performance of the work under this Agreement. (c) The following requirements apply to all insurance to be provided by ESCUELA DEL RIO: (1) A certified copy of each insurance policy and a certificate of insurance shall be furnished City within sixty(60) days after execution of this Agreement. A CERTIFICATE ALONE IS NOT ACCEPTABLE. Provided, however, a 1998 CDBG Agreement-ESCUELA DEL RIO 10 certificate of insurance shall be furnished City prior to the approval of any advances by the Auditor-Controller of the City pursuant to this Agreement. (2) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to City. (3) Approval of the insurance by City shall not relieve or decrease the extent to which ESCUELA DEL RIO may be held responsible for payment of damages resulting from ESCUELA DEL RIO services or operations pursuant to this Agreement. (d) If ESCUELA DEL RIO fails or refuses to procure or maintain the insurance required by this paragraph, or fails or refuses to furnish City with required proof that insurance has been procured and is in force and paid for, City shall have the right, at city's election, to forthwith terminate this Agreement. 17. Equal Employment Opportunity During the performance of this Agreement, ESCUELA DEL RIO agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, and specifically agrees to comply with the provisions of Section 202 of Presidential Executive Order No. 11246. 18. Entire Agreement and Modifications This Agreement sets for the full and entire understanding of the parties regarding the matter set forth herein, and any other prior to existing understandings or Agreements by the parties, whether formal or informal, regarding any matters are hereby superseded or terminated in their entirety. No changes, amendments, or alterations shall be effective 1998 CDBG Agreement-ESCUELA DEL RIO 11 unless in writing and signed by all parties hereto. ESCUELA DEL RIO specifically acknowledges that in entering into and executing this Agreement, ESCUELA DEL RIO relies solely upon the provisions contained in this Agreement and no others. 19. Funding for Additional Services Funding for any programs, projects, or services beyond the term of this Agreement, by any new agreement or amendment or extension of this Agreement, have not been authorized and will depend upon City's determination of satisfactory performance of this Agreement by ESCUELA DEL RIO and upon the availability to City of additional grant funds allocated for such purposes. Neither City nor any employee of City has made any promise or commitment, express or implied, that any additional funds will be paid or made available to ESCUELA DEL RIO for the purpose of this Agreement over and above the funds expressly allocated under the terms of this Agreement. 20. Contractors and Subcontractors ESCUELA DEL RIO agrees to, and shall require its subcontractors to agree to: (a) Perform the work in accordance with federal, state and local housing and building codes as applicable. (b) Comply with the Labor Standards described in 24 CFR 570.603 and with the provisions of the California Labor Code, as applicable. (c) Comply with the applicable Equal Opportunity requirements described in 24 CFR 570.607. (d) Maintain at least the minimum state-required workers' compensation insurance for those employees who will perform the work or any part of it. 1998 CDBG Agreement-ESCUELA DEL RIO 12 (e) Maintain, if so required by law, unemployment insurance, disability insurance and liability insurance in an amount to be determined by the State which is reasonable to compensate any person, firm, or corporation who may be injured or damaged by ESCUELA DEL RIO or any subcontractor in performing the work or any part of it. 21. Compliance with City County and State Laws and Regulations ESCUELA DEL RIO agrees to comply with all City, County and State laws and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity and all other matters applicable to ESCUELA DEL RIO, its subcontractors, and the work. 22. Compliance with Federal Laws and Regulations ESCUELA DEL RIO agrees to comply with all federal laws and regulations applicable to the CDBG program and to the work. 23. No Assignment Without Consent Inasmuch as this Agreement is intended to secure the specialized services of ESCUELA DEL RIO, and ESCUELA DEL RIO shall not have the right to assign or transfer this Agreement, or any part hereof or monies payable hereunder, without the prior written consent of City, and any such assignment or transfer without the City's prior written consent shall be considered null and void. 24. Law Governing and Venue This Agreement has been executed and delivered in the State of California, and the validity, enforceability and interpretation of any of the clauses of this Agreement shall be determined and governed by the law of the State of California. All duties and 1998 CDBG Agreement-ESCUELA DEL RIO 13 s obligations of the parties created hereunder are performable in San Luis Obispo County, and such County shall be that venue for any action, or proceeding that may be brought, or arise out of, in connection with or by reason of this Agreement. 25. Enforceability If any terms, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 26. Binding on Successors in Interest All provisions of this Agreement shall be binding on the parties and their heirs, assigns and successors in interest. 27. Effect of Waiver City's waiver or breach of any one terms, covenant or other provision of this Agreement shall be not a waiver of a subsequent breach of the same term, covenant or provision of this Agreement or of the breach of any other term, covenant or provision of this Agreement. 28. Patents &Royalties (a) ESCUELA DEL RIO shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project. Certificates showing the payment of any such licenses or royalties, and permits for the use of any patented or copyrighted devices shall be secured and paid for by ESCUELA DEL RIO and delivered to the City upon completion of the Project, if required. 1998 CDBG Agreement-ESCUELA DEL RIO 14 (b) ESCUELA DEL RIO shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project and agrees to indemnify and hold harmless the City and its duly authorized representatives, from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes. 29. Notices Unless otherwise provided, all notices herein required shall be in writing, and delivered in person or sent by United States first class mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Department of Public Works, 6907 El Camino Real, Atascadero, CA 93422. Notices required to be given to ESCUELA DEL RIO shall be addressed as follows: ESCUELA DEL RIO, Attention Sherry Fontan, Executive Director,P.O. Box 6007, Atascadero, CA 93423. Provided that any party may change such address by noticing in writing to the other parties and thereafter notices shall be transmitted to the new address. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ESCUELA DEL RIO CITY OF ATASCADERO S4erry Fo arx WADE G. McKINNEY EXECUTIVE DIRECTOR CITY MANAGER APPRO D AS TO FORM AND LEGAL EFFECT: PA RIC L. GHT U City Attorney 1998 CDBG Agreement-ESCUELA DEL RIO 15 i AGREEMENT FOR GRANT OF CDBG FUNDS TO PROVIDE HOMELESS SUPPORT SERVICES THIS AGREEMENT is made and entered into this day of , 2006, by and between EL CAMINO HOMELESS ORGANIZATION (ECHO), and the CITY OF ATASCADERO,_a political-sub-div is on of the State of California (hereinafter referred to as "the City"). WITNESSETH: WHEREAS, ECHO provides support to the local homeless population by providing meals, temporary shelter and outreach services; and WHEREAS, ECHO requested funding in the amount of $10,500 through the Community Development Block Grant (CDBG) Program to provide these services; and WHEREAS, the San Luis Obispo County Board of Supervisors approved the County of San Luis Obispo Consolidated Plan and projected use of funds pursuant to applicable federal regulations (24 CFR Part 570), hereinafter referred to as the "2006 Action Plan," providing for $10,500 from the 2006 CDBG Program to enable ECHO to carry out the project; and WHEREAS, HUD approved the 2006 one year action plan of the consolidated Plan by executing a grant agreement; and NOW, in consideration of the mutual promises, recitals and other provisions hereof, the parties agree as follows: 2006 CDBG-ECHO 1 t 1. Scope of Activities All funds will be awarded within 18 months of the execution of this Agreement. Use of these funds is restricted to providing services to the homeless population of Atascadero. E.C.H.O. shall not transport persons to local shelter facilities from outside the city using C.D.B.G. funds, or a C.D.B.G. funded vehicle. 2. Reporting (a) ECHO shall submit quarterly progress reports to the City Administrative Services Department describing the progress made toward accomplishing the above-listed activities. ECHO agrees to submit to the City Administrative Services Department a final report within 60 days of completing the Project, describing which of the Project objectives and activities ECHO has accomplished, with sufficient detail to enable the City to properly evaluate ECHO performance in completing the objectives and activities of the Project. (b) The City shall prepare and submit all CDBG reports required under its Grant Agreement with HUD. (c) ECHO shall submit quarterly reports, using the form provided in this contract, relative to the Characteristics of persons benefiting from these funds as required under HUD regulations. 3. City Responsibilities City shall be responsible for fulfilling responsibilities of the Grantee pursuant to the Grant Agreement. 2006 CDBG-ECHO 2 A 4. Relationship to Grant Agreement ECHO acknowledges and agrees that this Agreement is subject to the obligations and limitations imposed on the City by the Grant Agreement and all future amendments to Grant Agreement and is intended to be in conformance and harmony with it. ECHO further acknowledges that if the Grant Agreement is terminated by the United States Government, prior to its implementation by appropriation and/or funding, the City shall have the right to terminate or amend this Agreement by giving written notice of the termination or amendment of this Agreement to ECHO. ECHO hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant agreement. ECHO further agrees that the city's rights to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way,by this Agreement. 5. Compensation Subject to the terms and conditions of this Agreement (including the availability of CDBG funds to the City), City shall make available to ECHO the amount of$10,500 to enable ECHO carry out the Project. In no instance shall the City be liable for any costs of the Project in excess of$10,500, nor for any unauthorized or ineligible costs. ECHO shall not obligate or expend any part of the $10,500 for purposes other than providing homeless services. Any funds provided, but not expended for authorized costs will be returned to the City Administrative Services Director. 2006 CDBG-ECHO 3 6. Term of Agreement The term of this Agreement shall commence on the date first above written and shall terminate 5 years from the date,unless sooner terminated as hereinafter provided. 7. Termination of Agreement for Cause - If City determines that ECHO has incurred obligations or made expenditures for purposes which are not permitted or are prohibited under the terms and provisions of this Agreement, or if City determines that ECHO has failed to fulfill its obligations under this Agreement in a timely and professional manner, or if ECHO is in violation of any of the terms or provisions of this Agreement, or if City is given notice by HUD or the County that HUD or the County is terminating its Grant Agreement with the City, or if ECHO makes a general assignment for the benefit of ECHO creditors, or if a receiver should be appointed in the event of ECHO insolvency, then City shall have the right to terminate this Agreement effective immediately upon giving written notice thereof to ECHO. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to effective date of such termination. If City's termination of ECHO Agreement for cause is defective for any reason, including but not limited to City's reliance on erroneous facts concerning ECHO performance, or any defect in the notice thereof, City's maximum liability shall not exceed the amount payable to ECHO under paragraph five (5) of this Agreement. 2006 CDBG-ECHO 4 8. Termination for Convenience Either party may terminate this Agreement at any time by giving the other party 30 days written notice of such termination. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. Contractor shall be paid for all work satisfactorily completed prior to the effective date of said termination. 9. Sources and Availability of Funds It is understood by the parties thereto that the funds being used for the purpose of this Agreement are funds furnished to City through HUD pursuant to the provisions of the Act. Notwithstanding any other provision of this Agreement, the liability of City shall be limited to CDBG funds available for the project. ECHO understands that City must wait for release of funds from HUD before grant funds may be advanced or reimbursed. City shall incur no liability to ECHO, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments. 10. Reimbursement of Improper Expenditures If any time within applicable statutory periods of limitation it is determined by City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or his duly authorized representatives that funds provided for under the terms of this Agreement have been used by or on behalf of ECHO in a manner or for purposes not authorized or prohibited by said Act or regulations adopted pursuant thereto ECHO shall, at City's request, pay to City an amount equal to one hundred percent of the amount improperly expended. 2006 CDBG-ECHO 5 11. Employment Status ECHO shall, during the entire term of this Agreement, be construed as a contractor, and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship or a joint venture relationship. Neither ECHO nor any of ECHO agents, employees, or contractors are or shall be considered to be agents or employees of the City or HUD in connection with the performance of ECHO obligations under this Agreement. 12. Records (a) All records, accounts, documentation and all other materials relevant to a fiscal audit or examination, as specified by HUD, shall be retained by ECHO for a period of not less than three (3) years from the date of termination of this Agreement. (b) If so directed by the City or HUD upon termination of this Agreement ECHO shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City or HUD as depository. (c) ECHO understands that ECHO shall be subject to the examination and audit of the City Administrative Services Director for a period of three (3) years after the final payment under this Agreement. 2006 CDBG-ECHO 6 13. Audit (a) All records, accounts, documentation and other materials deemed to be relevant to the work by the City or HUD shall be accessible at any time to the authorized representatives of the county, state or federal government, on reasonable prior notice, for the purpose of examination or audit. (b) An expenditure which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the City or its designee by ECHO. Expenditures for work not described in paragraph one (1) of this Agreement shall be deemed authorized if the performance of such work is approved in writing by the City or HUD prior to the commencement of such work. (c) Absent fraud or mistake on the part of the City or HUD, the determination by the City and HUD of allowability of any expenditure shall be final. 14. Entire Agreement and Modifications This Agreement sets for the full and entire understanding of the parties regarding the matter set forth herein, and any other prior to existing understandings or Agreements by the parties, whether formal or informal, regarding any matters are hereby superseded or terminated in their entirety. No changes, amendments, or alterations shall be effective unless in writing and signed by all parties hereto. ECHO specifically acknowledges that in entering into and executing this Agreement, ECHO relies solely upon the provisions contained in this Agreement and no others. 2006 CDBG-ECHO 7 15. Insurance ECHO shall obtain and maintain for the entire term of this Agreement and ECHO shall not perform any work under this Agreement until ECHO has obtained comprehensive general liability insurance, in companies acceptable to the City, and authorized to issue such insurance in the State of California. Said insurance shall consist of the following: (a) Liability Insurance — ECHO shall maintain in full force and effect, for the period covered by this Agreement, comprehensive liability insurance. This comprehensive general and automobile liability insurance shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property, resulting from any act or occurrence arising out of ECHO operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amount of insurance shall be not less than one million dollars ($1,000,000) combined single limit coverage for bodily and personal injury,including death resulting therefrom, and property damage. The following endorsements shall be attached to the policy: (1) If the insurance policy covers an "accident" basis, it must be changed to "occurrence". (2) The policy must cover personal injury as well as bodily injury. (3) Blanket contractual liability must be afforded and the policy must contain a cross liability or severability of interest endorsement. (4) The City, its officers, agents, and employees shall be named as additional insured under the policy, and the policy shall provide that insurance will operate as 2006 CDBG-ECHO 8 primary insurance and that no other insurance affected by the City will be called upon to contribute to a loss hereunder. (b) Workers' Compensation Insurance — In accordance with the provisions of Labor Code Section 3700, ECHO is required to be insured against liability for workers' compensation or to undertake self-insurance for any individuals working as employees of ECHO. ECHO agrees to comply with such provisions before commencing the performance of the work under this Agreement. (c) The following requirements apply to all insurance to be provided by ECHO: (1) A certified copy of each insurance policy and a certificate of insurance shall be furnished City within sixty(60) days after execution of this Agreement. A CERTIFICATE ALONE IS NOT ACCEPTABLE. Provided, however, a certificate of insurance shall be furnished City prior to the approval of any advances by the Auditor-Controller of the City pursuant to this Agreement. (2) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to City. (3) Approval of the insurance by City shall not relieve or decrease the extend to which ECHO may be held responsible for payment of damages resulting from ECHO services or operations pursuant to this Agreement. (d) If ECHO fails or refuses to procure or maintain the insurance required by this paragraph, or fails or refuses to furnish City with required proof that 2006 CDBG-ECHO 9 insurance has been procured and is in force and paid for, City shall have the right, at city's election, to forthwith terminate this Agreement. 16. Funding for Additional Services Funding for any programs, projects, or services beyond the term of this -- - Agreement, by any new agreement or amendment or extension of this Agreement, have not been authorized. Neither City nor any employee of City has made any promise or commitment, express or implied, that any additional funds will be paid or made available to ECHO for the purpose of this Agreement over and above the funds expressly allocated under the terms of this Agreement. 17. Compliance with City, County and State Laws and Regulations ECHO agrees to comply with all City, County and State laws and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity and all other matters applicable to ECHO, its subcontractors, and the work. 18. Compliance with Federal Laws and Regulations ECHO agrees to comply with all federal laws and regulations applicable to the CDBG program and to the work. (a) ECHO will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion. (b) ECHO will not discriminate against any person applying for such public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion. 2006 CDBG-ECHO 10 (c) ECHO will provide no religious instruction or counseling, conduct no religious worship or services, engage in no religious proselytizing, and exert no other religious influence as a prerequisite to receiving these public services. 19. No Assignment Without Consent Inasmuch as this Agreement is intended to secure the specialized services of ECHO, and ECHO shall not have the right to assign or transfer this Agreement, or any part hereof or monies payable hereunder, without the prior written consent of City, and any such assignment or transfer without the City's prior written consent shall be considered null and void. 20. Law Governing and Venue This Agreement has been executed and delivered in the State of California, and the validity, enforceability and interpretation of any of the clauses of this Agreement shall be determined and governed by the law of the State of California. All duties and obligations of the parties created hereunder are performable in San Luis Obispo County, and such County shall be that venue for any action, or proceeding that may be brought, or arise out of, in connection with or by reason of this Agreement. 21. Enforceability If any terms, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 2006 CDBG-ECHO 11 22. Bindinp, on Successors in Interest All provisions of this Agreement shall be binding on the parties and their heirs, assigns and successors in interest. 23. Effect of Waiver City's waiver or breach of any one terms, covenant or other provision of this Agreement shall be not a waiver of a subsequent breach of the same term, covenant or provision of this Agreement or of the breach of any other term, covenant or provision of this Agreement. 24. Patents & Royalties (a) ECHO shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project. Certificates showing the payment of any such licenses or royalties, and permits for the use of any patented or copyrighted devices shall be secured and paid for by ECHO and delivered to the City upon completion of the Project, if required. (b) ECHO shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project and agrees to indemnify and hold harmless the City and its duly authorized representatives, from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes. 2006 CDBG-ECHO 12 25. Notices Unless otherwise provided, all notices herein required shall be in writing, and delivered in person or sent by United States first class mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Administrative Services Director, City of Atascadero, 6905 El Camino Real, Atascadero, CA 93422. Notices required to be given to ECHO shall be addressed as follows: ECHO, Attention: Charlotte Byrne, P.O. Box 2077, Atascadero, CA 93423. Provided that any party may change such address by noticing in writing to the other parties and thereafter,notices shall be transmitted to the new address. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ECHO j �.. ' Charlotte Byrne, President CITY OF ATASCADERO WADE G. MCKINNEY City Manager APPROVED AS TO FORM AND LEGAL EFFECT: PATRI HT City Attorney 2006 CDBG-ECHO 13 Agency Name: Program Name: Quarterly/Year-End Report This Quarter Year to-date Total White,non-Hispanic Black,non-Hispanic Hispanic Asian/Pacific Islander American Indian/Alaskan Native Income less than 30%of median Income 31%to 50%of median Income 51%to 80%of median Male Female Developmentally disabled Physically disabled Age 18 or less Otirfu►dAmount �I lrli Cash Match 1. 2. Federal Government 1. 2. State 1. 2. Local ' 1. 2. Private Sources: 1. 2. 3. 4. 2006 CDBG—ECHO 14