SR-300-002-01 (73)
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Council Mtg. 6/22/82
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J U N 2 2 1982
Santa MonIca, California
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TO:
Mayor and City Council
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FROM: City Staff
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SUBJECT: 1982-83 Community Development Block Grant Contracts
Introduction
This report summarizes CDBG awards for community orqanizations previously
approved by the CIty Council for the 1982-83 fiscal year, and transmits
recommended budgets and workplans for review by the Council.
Background
On April 27, 1982. the City Council awarded CDBG funds to a number of community
organizations for implementation of community development and social service
programs for the 1982-83 fiscal year. These awards include:
Latino Resource Organization-Citizen Participation Outreach to
Latinos (lIprojecto Enterar")
$97.500
A continuation of an outreach program for Latino residents to provide information
regarding available programs and services, and to encourage greater participation
In the co~munity. Assistance to social service providers in reaching and serving
Latino reSidents, and an ombudsman component are to be added in the next program
year.
Ocean Park Community Organization-Residential Security Installation
Program (Project Crime Stop)
$37,000
Continuation of free security audit and lock Installation program, expanded
to provide service CitYWide to eligible participants.
~cean Park Co~~uniyy Organizatian-Neighborhood Housing Project
$23.258
A Neighborhood HOUSing Coordinator will be hired to work with the
community to assess the housing needs and problems of Ocean Park
residents, develop methods of addressing those needs and provide
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JUN 2 ~ 19a2
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Mayor and City Council
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June 22, 1982
information regarding housing laws and rights.
Pica Neighborhood Association-Youth Activities and Employment
Program
543,000
A continuation of current program of establishing and maintaining
youth block clubs in the Pico Neighborhood to encourage participa-
tion in the community as well as provide supervised acitlvites
for neighborhood youth. Leadership development and employment
components will be added in the new program year.
Discussion
City staff has since Met with each organization to develop a line item budget
and workplan for each project. These documents are attached for review by the
City Council and will be included as attachments to the standard CDBG Agreements
with these organizations.
Review of the proposed budget for the Neighborhood Housing Project submitted by
the Ocean Park Community Organization indicated that funds to cover rental expense
for the year had inadvertently been ommitted. The attached line item budget
includes CDBG funds to cover this expense.
Recommendation
Staff recommends that City Council.
I. Allocate an additional $2,000 from CDBG contingency funds to the Neighborhood
Housing Project to be administered by the Ocean Park Community Organization.
2. Approve the recommended budgets and workplans for all CDBG projects detailed
above, and
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Mayor and City Council
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June 22. 1982
3 Authorize the CIty Manager to ex~cute contracts with the above-mentioned
organizations for implementation of these projects. pending execution of
the City1s CDBG Grant Agreement with HUD.
Prepared by: Barbara J. Stinchfield
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Attachments
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Attachments will be forthcoming. They will include
the following for each project:
A) WORKPLAN
B) BUDGET
C) SPECIAL PROVISIONS, if applicable
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CONTRACT NO.
AGREEMENT
THIS AGREEMENT ~s made as of , 198 , by and
between the CITY OF SANTA MONICA, a munic~pal corporation, hereinafter
referrea to as the "City, II and
here~nafter referred to as the "Contractor~"
Recltals
WHEREAS, the Cowmunlty Development Act of 1974, as amended,
comblnes and replaces a wide range of federal grants and programs for
comwun~ty development and community serv~ces. Under th~s Act, clties
are able to consolidate funding for various programs into a single block
of funds called a Cowmunity Development Block Grant (CDBG) ~ and
WHEREAS, CDBG funding 2S available to c2ties and urban count2es
upon approval of their appllcatlon by the Department of Houslng and Urban
Development (HUD). In that applicatlon, the City of Santa Mon~ca
ldent~f~es community development needs and spec~f~es community develop-
ment obJectives; and
~iHEREAS, one of these cOITmunity development objectlves 15
for the City of Santa Monlca; and
WHEREAS, CDBG funds may be transferred to a non-profit
organizat2on as a subgrantee far use by that organizatlon in connection
wlth actlvlties ellgible under CDBG Regulatlons 24 CPR Part 570 or w~th
special wrltten approval by HGD; and
WHEREAS, the Contractorl a non-profit organization I desires to
provide a
program and ~s author~zed to do so.
NOW, THEREFORE, City and Contractor agree as follows:
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1 . TER.\1. OF AGREEMENT
Th~s Agreement shall become effective retroact~ve to July 1,
198 , when executed, and shall cont~nue in effect until the program
services prov~ded for herein have been performed or unt~l June 30, 198 ,
unless this Agreement is sooner term~nated as provided herelnafter.
services shall be undertaken and completed ~n such sequence as to
assure the~r effect~veness in lmplementing this Agreement.
2. PROGRA."1 SERVICES TO BE PERFORMED BY CONTRACTOR
A. The Contractor shall ~n a proper and sat~sfactory manner
as determined by the C~ty, implement, operate, conduct and perform the
duties, services and funct~ons of said program as'set forth in the
Exhlb~ts ident~fled below:
Exh~bit "A" Twelve Month Workplan
Exh~b~t "B" Program Budget
Exh~b~t "c" Program Status Report
Exhlbit liD" City of Santa Monica Contract Accounting
and Administrat~ve Handbook
Exhib~t liE II Spec~al Provlsions
Exhib~ts A, B, C, D and E are made a part hereof by
reference and ~ncorporated here~n as if fully set forth here~n.
B. Furthermore, the Contractor shall comply w~th all federal,
State and local laws, and applicable prov~Slons of the Communlty
Develop~ent Act and the regulations, procedures and standards promulgated
thereunder by the Department of Hous~ng and Urban Development sometimes
referred to as HUD, ~ncluding, but not limited to, the followlng:
(1) Select~on of partlcipants and staff,
(2) Use of federal funds,
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(3) Requirements for recordkeeping and report~ng,
(4) Prov~sions relat~ve to the compensation and work~ng
condit~ons of particlpants, and,
(5} Nondiscriminat~on requirements.
C. In addit1on, the Contractor shall allow the duly autho-
r1zed agents, employees or servants of the City or HUD to ~nspect,
during normal buslness hours, those records, books, documents, and other
data which pertaln to the program.
3. REPORTS AND RECORDS
A. The Contractor shall submlt a Program Status
Report to the City, and said report shall detail the program activities
undertaken and the program expenditures during the preceding
Th~s report shall be dellvered no later than the tenth (10th) working
day of the following the for whlch it is prepared. The
format to be utllized in developlng this report ~s attached hereto as
Exhibi t "c II .
B. In addition to the other requlrements of thlS Agreement,
Contractor agrees to provide any and all such other reports, books,
records and other data as may be reasonably requested by the City.
C. The informat~on contained ~n said reports, books, records
and other data shall be subject to all appllcable provisions of federal
and State law concerning the conf~dentlal~ty or dlsclosure thereof.
D. Either an or~ginal or legible photostat~c copy of each
and every report, book, record or other data prepared or suppl~ed by
Contractor ln accordance with the terms and condit~ons of thlS Agree-
ment shall be retalned by the Contractor for a period of at least
three (3) years following the term of this Agreement.
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E. The Contractor shall fully cooperate w1th any authorlzed
agent, employee, or servant of the City or the Unlted States who wlshes
to lntervlew or communlcate with any agent, employee, or servant of the
Contractor durlng any normal business hours for purposes contalned
withln this Agreement.
4. DISBURSEMENT OF FUNDS AND PROGRAM BUDGET
A. The approprlation and disbursement of funds, the lncurring
of costs and expenses and other f1nanclal or account1ng matters 1n
regard to the performance of tbis Agreement shall be pursuant to the
Program Budget, which lS attached at Exh1bl.t "B" and made a part of
thlS Agreement by reference; provided, however, the Contractor shall
not spend or lncur costs or expenses of more than S of CDBG funds
in the performance of thlS Agreement.
B. The Contractor agrees that the dollar amount budgeted for
indlvidual tasks or prescr1bed perlods as set forth in said Program
Budget are the maxlmurn allowable, and no addltional sums shall be paid
for services or otherwise rendered by the Contractor under thlS
Agreement without prior consent of the Clty.
C. Notwlthstanding any other provlslon of thls Agreement or
exhlbits hereto, should the Clty decide or determ~ne, after an analysis
and evaluation of any reports, records, or other documents filed by the
Contractor under this Agreement, that an adJustment or mod~flcat~on of
the Program Budget, ~ncluding any portion thereof, is proper or neces-
sary due to a deviat~on of the measured performance of the Contractor
from the relevant goals or standards, the City may, at ~ts option and
sole discretion, make sald adJusL~ent or modlfication upon the givlng
of wrltten notice to the Contractor. The Clty shall confer wlth the
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Contractor prlor to lssuance of wrltten notlce of adJustment or
modlflcatlon. The City shall be the sole Judge as to whether said
adjustment or modification is proper or necessary.
D. F~rthermore, any unit cost, or otherwlse, set forth in
the exhibits to this Agreement may be adJusted by the City if (a) the
period of operat10n 1S less than the perlod speclfled in this Agreement,
(b) 1f the number of participants or geographical area to be served 1S
adJusted, or (c) If any other amendment or mod1fication is made 1n this
Agreement.
5. INDEPENDENT CONTRACTOR
The Contractor is an independent contractor and not an agent,
employee, off1cer, servant or otherwise of the City, and shall, at ltS
sole cost and expense, comply with all laws, rules, ordinances and
regulations applicable to this Agreement.
6. PUBLIC STATEMENTS
The Contractor shall lndlcate ln any press release or state-
ment to the publlC related to the program funded under this Agreement
that it is funded by the City of Santa Monica from funds made available
from the federal government under CDBG.
7. IND&~NIFICATION AND HOLD HARMLESS
A. The Contractor shall 1ndemn1fy, save harmless and defend
the Clty from all liab111ty, loss, damage, or injury arls1ng out of or
inc1dent to the performance of this Agreement, lncluding, w1thout
limitation, all consequent1al damages.
B. The Contractor agrees that all participants 1n the program
asslgned to or employed by the Contractor in its performance under thlS
Agreement are agents, employees, officers or se~vants of the Contractor
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and not the agents, employees, officers or servants of the City; and in
th~s connect~on, the Contractor shall, unless spec~fically exempted by
law, ma~nta~n appropr~ate Workers' Compensat~on insurance coverage for
each and every said part~c~pant ~n the program.
C. Pursuant to Sectlon 895.4 of the Californ~a Government
Code, in the event that the Contractor is a public entlty, the Contractor
shall contribute and ~ndemnify the City upon any liabillty arislng out
of the performance under this Agreement.
8. INSURANCE
A. Contractor shall procure and maintaln, during the term
of this Agreement, the following lnsurance in form and substance
sat~sfactory to the City. All such insurance shall name the City as
additional insured. All policies of insurance shall be w~th a company
or cornpan~es authorized by law to transact business in the State of
Cal1fornia.
B. No payment shall be made to the Contractor hereunder
unless the provisions of this sectlon have been complied with and
unless the demand therefor ~s accornpanled or preceded by a certiflcate
from the 1nsurance carr1er with whom the above insurance 1S carried
stating that such lnsurance is so carried by such carrier. Said
certificate(s) shall provlde that sald polic1es shall not be subject
to cancellatlon without th~rty (30) days prior written notice by
registered mail havlng been given to the City stating such intention.
(1) Workers' Compensation: Contractor shall prov~de
Workers' Compensation insurance and benefits, and/or medical and
aCCldent coverage as requlred by State and/or federal law.
(2) Llability: Contractor shall ~urchase llability
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~nsurance ~n the amount of FLve Hundred Thousand Dollars ($500,000)
comblned single llrnlt for all llabll~ty for personal lnJur~es, death,
property damage, and, if requlred by the City, comprehensive auto
liability, professional llabillty or incldential malpractice lnsurance
to protect the C~ty, ~ts offlcers and employees aga~nst llabllity
resulting from any negligent act or omiss~on of any offlcer, agent,
or employee or the Contractor ln the performance of thls Agreement or
from the condltlon of any property owned or controlled by the Contractor
used In the performance of thlS Agreement.
(3) Crime Covera~e: Contractor shall provlde a compre-
hensive crlme policy In an amount no less than Twenty-Flve Thousand
Dollars ($25,000) lnsurlng agalnst loss of money, securitles or other
property referred to hereunder, which may result from (a) dishonest or
fraudulent acts of officers, directors, agents or employees, or (b)
dlsappearance, destruct~on or wrongful abstraction inslde the premises
of the Contractor while In care, custody or control of the Contractor,
or (c) sustained through forgery or alteratlon of checks, drafts, or
any order or directlon to pay a sum certain In money.
9. PERMITS AND LICENSES
Contractor shall obtain all the necessary licenses and
permits for the performance of this Agreement.
10. ASSIGNMENTS A~~ SUBCONTRACTS
The Contractor shall not ass~gn this Agreement or enter lnto
any subcontract in the performance of this Agreement without securlng
the prlor written consent from the City. The City may withhold consent.
Any such assignment or subcontract without prior written consent shall
be null and void. All appropriate provlsions artd requirements of th~s
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Agreement shall apply to any subcontract or agreement.
11. NOTICE TO CITY OF LABOR DISPUTES
Whenever the Contractor has knowledge that any actual or
potent1al labor d1spute lnvolv1ng cllents or other employees 15
delaYlng or threatens to delay the tlmely performance of th15 Agreement,
the Contractor shall lmmed1ately glve not1ce thereof includlng all
pertlnent lnformatlon with respect thereto.
12. TITLE TO MATERIALS AND WORK
Tltle to all mater1al acqulred from payments made under thlS
Agreement or produced by the Contractor in the performance of this
Agreement shall vest in the Clty.
13. COPYRIGHT
No material produced in whole or 1n part under thlS Agreement
shall be subJect to copyright in the United States or 10 any other
county. The City and HUD shall have unrestrlcted authorlty to publish,
disclose, d15trlhute and otherW1se use, 1n whole or 1n part, any reports,
data or other materials prepared under thlS Agreement.
14. LIMITATION ON COSTS
No cost shall be allowed under this Agreement which 1S not
included in the Contractor's Program Budget, attached hereto as
Exhlbit "B".
15. NONEXPENDABLE PROPERTY
An inventory shall be maintained for each item of nonexpend-
able property acqulred wlth CDBG funds for thlS program. Nonexpendable
property shall include tangible personal property (includlng but not
I1m1ted to office equlpment) costlng One Hundred Dollars (SlOO) per
unit and hav1ng a useful Ilfe of one (1) year ormorer real property
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and any lnterest in such real property, and any mortgage, trust deed,
or other encumbrance of real property, and the funds received from
the sale of any such encumbrance of real property. Any utilization
of funds from such an encumbrance or other dispositlon, lncludlng
the sale of nonexpendable property, must have approval of the Clty
and otherwise comply wlth federal regulatlons. In case of the program's
terminatlon, the City reserves the rlght to determlne the flnal
dlsposltlon of sald nonexpendable property, lncluding funds and/or
any other assets derived therefrom.
The Contractor shall obtain at least three (3) documented
estlmates and the prior wrltten approval of the City prior to purchasing
equlpment over One Hundred Dollars ($IOO) per unit in value as approved
in the budget. All equipment costing over One Hundred Dollars ($100)
per unlt or having a IlIe expectancy of more than one (1) year shall
be properly ldentlfled and inventor led and shall be charged at their
actual price deductlng all cash discounts, trade dlscounts and rebate
allowances received by the Contractor. Equlpment purchases approved
in the budget and approved by the City shall be lnltiated no later
than the second quarter of the program year. The above provlsions
apply to leasing as well as to purchasing equipment.
16. RECORDS AND ACCOUNTABILITY
A. Contractor shall comply with the standards of grantee
f~nanclal management as specified in OMB C~rculars A-S7, A-I02 and
A-l22. Records shall be ma~ntalned in accordance with the C~ty of
Santa Monica Contract Accounting and Administratlve Handbook, attached
hereto as Exhibit "Du.
B. All expenditures shall be supported by properly executed
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payroll, t~me records, ~nVOLces, contracts, vouchers, orders or other
accounting documents pertaLning Ln whole or ln part to this Agreement,
and shall be clearly identified and readily accesslble to C~ty and
federal personnel or thelr agents.
C. Contractor agrees to accept responsib~lLty for receiving,
replying to and/or complying with any audit exceptlons determined by
appropriate City, State or federal audit agencLes occurring as a result
of its performance under this Agreement. Contractor also agrees to pay
to the CLty, within thirty (30) days of demand by the CLty, the full
amount of the City's liablllty, If any, resulting from any exceptions
to the extent such as is attributable to Contractor's failure to
perform properly any of its obligatLons under this Agreement. The
obligatlon to reimburse the City for any disallowed expenditures or
misuse of funds shall survive the termination or expiration of this
Agreement.
17 . RETURN OF UNEXPENDED FUNDS
In the event Contractor is advanced any funds pursuant to
this Agreement, Contractor agrees that upon completion or termination
of th~s Agreement, any unexpended funds, or funds nQt irrevocably
committed to the program, shall be returned to the City within
thirty (30) calendar days of the Agreement expiratLon or termination
date..
18. DISPOSITION OF EQUIPMENT
All equipment purchased with COBG funds for the use by
Contractor in the performance of this Agreement shall remain with
Contractor so long as this Agreement remains in full force and effect.
A record shall be malntalned for each ltem of no~expendable property
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acqu~red under this Agreement. Upon termination or expira~ion of
th~s Agreement or any extens~on thereof, title to each item of
equ~pment having a unit cost of more than Twenty-F~ve Dollars ($25)
shall vest with the C~ty and ~ts CDBG program. Contractor shall have
the option to purchase such equipment from the City, with the proceeds
of such sale to revert back to the CDBG program.
19. STAFFING REQUIREMENTS
The Contractor shall provide Job descript~ons for all
pos~tions under th~s Agreement. The Contractor shall hire and employ
under th~s Agreement only those positions listed in the Program Budget.
The Contractor shall not change the Job descriptions nor exceed the
budgeted salaries for said posit~ons without wr~tten approval of the
City. The Contractor shall submit to the Clty for written approval
the name and qualifications of any personnel hired to fill a position
designed to receive a salary under this Agreement of Seven Thousand,
F~ve Hundred Dollars ($7,500) or more per annum, whether totally or
partially funded by CDBG. Such approval shall not be withheld except
for reasons pertaining to Sections 20 and 21 herein, or as requ~red
by any appropriate federal agency.
20. AFFIRMATIVE ACTION
A. Contractor will comply w~th Title VI of the c~vi1 Rights
Act of 1964 (Public Law 88-352), and ln accordance wlth Title VI of
that Act, no person In the United States shall, on the grounds of
race, creed, color, handicap, national origin, sex, age, pol~tical
aff~liation or beliefs, be excluded from participatlon In, be denied
the benefits of, or otherWlse subJected to discrirn~nation under any
program or activity for wh~ch the Contractor received federal
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financ~al aSSlstance and wlll ~ediately take any measures necessary
to effectuate this Agreement. Any subcontracts awarded by Contractor
shall additlonally contain this provision.
B. Contractor shall keep such records and submit such
reports concernlng the raclal and ethnic origin of applicants for
employment and employees as the Secretary of HUD may requlre. Contractor
agrees to comply with such rules, regulations or guidelines as the
Secretary of HUD may lssue to lmplement these requlrements. Contractor
shall abide by and conform to any and all laws, ordinances, regulations
and policies of the United States, the State of Callfornia, and the
City of Santa Monica.
C. Contractor agrees to comply with the requirements of
Sectlon 3 of the Housing and Urban Development Act of 1968, as amended,
requiring that to the greatest extent feasible, opportunities for
trainlng and eITployment be glven lower-income residents of the program
area and any contracts for work In connection wlth the program be
awarded to eligible business concerns which are located In, or owned
In substantial part by, persons reslding in the area of the program.
21. NEPOTISM
Contractor shall not hire nor permlt the hirlng of any
person in a position funded under thls Agreement if a member of the
person1s ~mmedlate fa~lly is an elected official of or is employed
in an administrative capac2ty as an employee of the C2ty of Santa
Monica, or is an employee of this Contractor or hls/her subcontractors.
For the purpose of this section, the term "immediate family" means
wife, husband, son, daughter, mother, father, brother, sister,
brother-in-law, sister-in-law, son-ln-law, daughter-in-law, mother-~n-
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law, father-~n-law, aunt, uncle, niece, nephew, stepparent and
stepch~ld. The term "administrat~ve capacity" means persons who have
selection, hiring or supervisory responsibilities.
2 2 . CONFLICT OF INTEREST
Contractor covenants that neither the Contractor nor any of
lts agents or employees who presently exerClse any funct~on or respon-
sibility in connection with this program has or shall have or acquire
any personal, financ~al or econom~c interest, direct or indirect, which
will be materially affected by this Agreement except to the extent that
he/she may recelve compensatlon for his/her performance pursuant to
the Agreement. For the purposes of this section, an economic or
financial interest includes:
(1) Any business entity in which the person has a direct
or an indirect investment worth more than One Thousand Dollars ($1,000);
(2) Any real property in which the person has a direct
or indirect interest worth more than One Thousand Dollars ($1,000);
(3) Any source of income, loans or gifts which, when
combined, are worth Two Hundred Fifty Dollars ($250) or more in value
received by or promlsed to the person within twelve (12) months prior
to the time this Agreement was executed; and,
(4) Any business entlty in which the person is a
director, offlcer, partner, trpstee, employee, or holds any position
of management.
For the purpose of thls section, direct or indirect interest
means any investment or interest owned by the spouse, parent, child,
brother, sister, father-in-law, mother-~n-Iaw, brother-~n-Iaw, sister-
in-law, daughter-in-law, son-in-law, or the per~on, by an agent on
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his/her behalf, by any business ent~ty controlled by said person
or by a trust in which he/she has substantial interest. A business
ent~ty is controlled by a person if that person, his/her agent, or
a relat~ve, as defined above, possesses more than fifty percent (50%)
of the ownership interest. A person has a substantial interest ~n a
trust ~f said person or an above-def~ned relat~ve has a current or
future interest worth more than One Thousand Dollars ($1,000).
23. POLITICAL ACTIVITIES
A. No program under CDBG financlng may involve political
activlties.
B. No partic~pant may engage in partlsan or nonpartisan
political activities during hours for which the partlcipant is paid
wlth CDBG funds.
C. No particlpant rnay~ at any time, engage in partisan or
nonpartisan politlcal activities in which such particlpant represents
himself/herself as a spokesperson of the CDBG-funded program.
D. No CDBG-paid participant may be employed or outstationed
ln the off~ce of a member of Congress or a State or local leg~slator,
or on any staff of a State or local legislative committee.
E. No equipment, materials or premises acquired, donated
or designated as part of the program under the terms of thlS Agreement
may be used directly or indirectly, during program business hours,
for any political purpose ~nclud~ng, but not limited to:
(1) sponsoring or conducting candidates' meetings;
(2) voter registrat~on act~vitYi
(3) voter transportation;
(4) any partisan polit~cal activlty designed to elect
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or defeat any candidate for pub11c off1ce, or any act1vity designed
to approve or defeat any 1nitiat1ve or referendum; nor,
(5) circulatlon of petltlons to qualify initiatives
or referenda for local or State ballots.
24. RELIGIOUS ACTIVITIES
A. No program under CDBG funding may be involved in any
religious activitles, nor may any CDBG funds be expended for religious
or antL-rellg1ous actlvLtles.
B. No equipment, materials, or premises acquired, donated
or designated as part of the program under the terms of this Agreement
may be used directly nor lndirectly for any religious or anti-religious
activity durlng program bUSLness hours.
25. LOBBYING ACTIVITIES
No CnBG funds may be used to pay the costs arislng from the
personal sollcltatlon nor exerClse of personal lnfluence upon members
of a legislative body for the purpose of influencing pendlng or
proposed leglslation regarding the provlsions of the Community Develop-
ment Act. Prohibited lobbying activitLes include, but are not limited
to, the following:
(1) Personal solicitation of individual members of a
State or federal legislative body to influence legislation regarding
the CDBG program by personal lntervlew, letter, flnancial contributions,
and other means.
(2) To employ a lobbyist to engage in proscribed
activit1es.
26. SUSPENSION BY CITY FOR UNSATISFACTORY PERFOR}~NCE
Should the C~ty at any time become dissatisfled with the
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Contractor1s performance under this Agreement, the City Manager may
suspend the C~ty's performance under th~s Agreement ~mmediately by
g~v~ng not~ce in wr~tlng to the Contractor, pursuant to Sectlon 29,
at least flve (5) days before the effectlve date of such suspenSlon.
Such notlce shall state the reasons for d~ssatisfact~on. Upon
receipt of th~s notice, performance shall be suspended by the
Contractor. The Contractor may appeal the suspension to the City
Counc~l at the next regularly scheduled C~ty Counc~l meeting. The
City shall be the sole judge as to whether the performance of the
Contractor is satlsfactory.
27. TERMINATION BY CITY FOR DEFAULT
In the event that the Contractor defaults ~n the performance
of this Agreement or materially breaches any of its provisions, the
Clty Manager shall have the option of terminat~ng th~s Agreement
immediately by giv~ng written not~fication effectlve as prov~ded for
hereinafter in Section 29. Such notice shall state the reasons for
the termination. The Contractor may appeal the terrninatlon to the
C~ty Councll.
28. TERMINATION BY EITHER PARTY UPON NOTICE
Furthermore, this Agreement may be terminated by either
party by glving sixty (60) days wrltten notlce to the other party
as provlded for in th~s Agreement hereinbelow.
If this Agreement lS so termlnated, Contractor shall,
wlthin five (5) days from receipt of notice of terminatlon, give
not~ce of the termination to all other partles he/she has subcontracted
with for serVlces ~n furtherance of this Agreement.
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29. NOTICES
A. All not~ces, demands, requests, or approvals wh~ch are
requ~red under th~s Agreement, or which e~ther the Clty or Contractor
may desire to serve upon the other, shall be ln wrltlng and shall be
conclus~vely deemed served when delivered personally or forty-elght
(48) hours after the deposlt thereof in the Un~ted States mail,
postage prepald, registered or certified, and addressed as hereinafter
prov~ded.
B. All notices, demands, requests, or approvals from the
Contractor to the City shall be addressed as follows:
Clty of Santa Monica
Department of Community & Envlronmental Services
1685 Main Street
Santa Monica, CA 90401
C. All notlces, demands, requests or approvals from the City
to the Contractor shall be addressed as follows:
30. AUTHORITY TO BIND CONTRACTOR
Before rece~pt of a fully executed copy of thlS Agreement,
the Contractor shall furnlsh to the City a wrltten list of the persons
authorized to execute, on behalf of the Contractor, agreements,
contracts, modifications to contracts, or other documents as they may
be required by the Clty. In the event authorlty 15 delegated to a
position (e.g., President, Vice-president, Treasurer, etc.) rather
than to an 1nd~vldual, the list of posltlons so authorlzed shall be
furnished.
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31. WARRANTY OF SERVICES
The Contractor warrants and guarantees that all services
performed hereunder for the City by the Contractor shall be performed
~n a manner commensurate wlth the hlghest professional standards.
32. CONTAINMENT OF ENTIRE AGREEMENT HEREIN
This Agreement supersedes any and all other agreements,
either oral or in wrltlng, between the partles hereto with respect
to the subJect matter of thlS ~nstrument and contains all of the
covenants and agreements between the parties with respect to such
subJect matter ln any manner whatsoever. Each party to thlS
Agreement acknowledges that no representat~ons, inducements, promlses,
or agreements, orally or otherWlse, have been made by any party, or
anyone actlng on behalf of any party, WhlCh are not embodied herein,
and that no other agreement, statement or promise not contained in
this Agreement shall be valld or binding.
33. MODIFICATION OF AGREEMENT
Except as otherwise provided for in thlS Agreement, any
amendment or modification to thlS Agreement will be effective only
if in writing and signed by the party to be charged.
34. PARTIAL INVALIDITY
If any provis1on of thlS Agreement 1S held by any competent
court to be invalld, void, or unenforceable, the remainlng provlslons
shall nevertheless continue in full force and effect.
35 . GOVERNING LAW
The valldity of this Agreement any any of its terms or
provisions, as well as the rights and dutles hereunder, shall be
lnterpreted and construed pursuant to and ln accordance with the laws
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of the State of Cal~fornia.
36. INTERPRETATION
The terms and cond~t~ons of this Agreement shall be construed
to the~r plain and ordinary meaning and shall not be interpreted
aga~nst the maker.
37. SECTION HEADINGS
The section headings appearing herein shall not be deemed
to govern, l~m~t, modlfy or ~n any way affect the scope, meaning or
intent of these cond~t~ons.
38. ATTORNEY FEES
If any act~on at law or in equity, including an action
for declaratory relief, ~s brought to enforce or interpret this
Agreement, the prevailing party shall be entitled to reasonable
attorney fees wh~ch may be set by the court in the same action or
in a separate action brought for that purpose, in addition to
any other re11ef to WhlCh it may be entitled.
EXECUTED at Santa Monlca, Ca11fornia, on the day and
year first above written.
APPROVED AS TO LEGAL FORM:
CONTRACTOR:
City Attorney
CITY OF SANTA MONICA:
ATTEST:
City Manager
Clty Clerk
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