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HomeMy WebLinkAbout07- Development Department DE \ , L0PMENT DEPARTML _4T OF THE CITY OF SAN BERNARDINO REQUEST FOR COMMISSION/COUNCIL ACTION From: KENNETH J. HENDERSON Subject: AGREEMENT BETWEEN THE Executive Director CITY OF SAN BERNARDINO AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION Date: February 25, 1993 ------------------------------------------------------------------------------- Synopsis of Previous Commission/Council/Committee Action(s): On November 24, 1992, the Community Development Citizen's Advisory Committee (CDCAC) reviewed a funding request from Young Women's Christian Association (YWCA), and recommended approval of same to the Mayor and Common Council. (Synopsis Continued to Next Page..) ------------------------------------------------------------------------------- Recommended Motion(s): (Mayor and Common Council) MOTION: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT FUNDING AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND YOUNG WOMEN'S I CHRISTIAN ASSOCIATION, INC. I Administrator KENNEL J. HENbERSON Executive Dire for ------------------------------------------------------------------------------ Contact Person(s) : Kenneth Henderson/Laura Muna-Lands Phone: 5081 Project Area(s): N/A Ward(s): 1-7 Supporting Data Attached: Staff Report: Resolution; Agreement FUNDING REQUIREMENTS: Amount: $59,020 Source: CDBG Letter of Credit Budget Authority: 1992/1993 CDBG Budget ------------------------------------------------------------------------------- Commission/Council Notes: ------------------------------------------------------------------------------- KJH:LML:dle:6066R COMMISSION MEETING AGENDA Meeting Date: 03/8/1993 Agenda Item Number: �_ REQUEST FOR COMMKISSIONi.JUNCIL ACTION Young Women's Christian Association February 25, 1993 Page Number -2- -------------------------------------------------------------- Synopsis of Previous Commission/Council/Committee Action(s) Continued On December 21, 1992, the Mayor and Common Council approved said request, along with other mid-year funding requests submitted by the CDCAC. ------------------------------------------------------------------------- KJH:LML:dle:6066R COMMISSION MEETING AGENDA Meeting Date: 03/8/1993 Agenda Item Number: D E . A L O P M E N T D E P A R T M A N T OF THE CITY OF SAN BERNARDINO STAFF REPORT AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION Staff received a request for Community Development Block Grant (CDBG) funding from the Young Women's Christian Association (YWCA). This request for financial assistance was recommended for approval by the Community Development Citizen's Advisory Committee (CDCAC) in November, 1992, and subsequently approved by the Mayor and Common Council at the meeting of December 21, 1992. The YWCA will use the funds to remove, replace, and insulate the entire roof for the building. The replacement of the roof will also benefit Teddy Bear Tymes Child Care Center, Inc. , which shares a common roof with the YWCA. The replacement of the roof will greatly improve the health and safety of the clientele using the YWCA facility. An amount of $59,020 in funds was allocated and approved at the December 21, 1992, meeting of the Mayor and Common Council. The Resolution authorizes and directs the Mayor and City Clerk to execute an agreement between the City of San Bernardino and the YWCA. Staff recommends adoption of the attached resolution. - t�"44(A KENNET J. HB ERSON, Executive Director Development Department ---------------------------------------------------------------------- KJH:LML:dle:6066R COMMISSION MEETING AGENDA Meeting Date: 03/8/1993 Agenda Item Number: l RESOLUTION NUMBER 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAP 3 BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A COMMUNITY DEVELOPMENT BLOCK GRANT FUNDING AGREEMENT BETWEEN THE 4 CITY OF SAP BERNARDINO AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION, INC. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF 6 SAN BERNARDINO AS FOLLOWS: 7 Section 1 8 (a) The Mayor of the City of San Bernardino is hereby authorized 9 and directed to execute, on behalf of the City, an agreement for 10 Community Development Block Grant funding with Young Women's Christian 11 Association, Inc. , which agreement is attached hereto as Exhibit "1", 12 and is incorporated herein by referenced as though fully set forth at 13 length. The agreement provides for the granting of Community 14 Development Block Grant funds in the following amount of $59,020. 15 Section 2. 16 (a) The Authorizations to execute the above referenced agreement 17 is rescinded if the parties to the agreement fail to execute it within 18 sixty (60) days of the passage of this Resolution. 19 20 21 22 23 24 25 26 27 28 /// 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A 2 CDBG AGREEMENT BETWEEN THE CITY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION, INC. 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by 5 the Mayor and Common Council of the City of San Bernardino at 6 a meeting thereof, held on 7 the day of , 1992, by the following 8 vote, to wit: 9 COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT 10 ESTHER ESTRADA 11 JACK REILLY 12 RALPH HERNANDEZ 13 MICHAEL MAUDSLEY 14 TOM MINOR 15 VALERIE POPE-LUDLAM 16 NORINE MILLER 17 18 City Clerk 19 20 The foregoing resolution is hereby approved this day of , 1992. 21 22 W.R. Holcomb, Mayor 23 Approved as to form and legal content: 24 JAMES F. PENMAN, 25 City Attorney 26 By 27 029le 28 1 STATE OF CALIFORNIA ) 2 COUNTY OF SAN BERNARDINO ) ss CITY OF SAN BERNARDINO ) 3 4 I, City Clerk of the City of San 5 Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of Mayor and Common Council of the City of San Bernardino Resolution 6 No- is a full, true and correct copy of that now on file in this office. 7 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the 8 official seal of the Mayor and Common Council of the City of San Bernardino this day of 9 , 1992. 10 City Clerk 11 City of San Bernardino 12 By: 13 A:JH:O291e Deputy 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 A G R E E M E N T 3 4 THIS AGREEMENT is entered into effective as of the at 5 San Bernardino, California, between the City OF SAN BERNARDINO, a municipal 6 corporation, referred to as "City", and YOUNG WOMEN'S CHRISTIAN ASSOCIATION, 7 I:NC., a nonprofit community service organization, referred to as 8 "Subrecipient". City and Subrecipient agree as follows: 9 1. Recitals 10 (a) Subrecipient has requested financial assistance from City for 11 fiscal year 1992/1993 from funds available through the Community Development 12 Block Grant Program from the United States of America to City. 13 (b) Subrecipient represents that the expenditures authorized by 14 this Agreement are for the replacement of the roof at 567 North Sierra Way in 15 San Bernardino, all of which are valid and eligible community development 16 purposes, as defined in CFR Part 570 in accordance with federal law and 17 regulations, and that all funds granted under this Agreement will be used for 18 no purpose other than those purposes specifically authorized. The specific 19 purposes and scope of services of this particular grant are set forth in 20 Exhibit "A", attached hereto and incorporated into this Agreement as though 21 fully set forth herein. 22 (c) Subrecipient will comply with applicable uniform 23 administrative requirements, as described in 24 CFR, Part 570.502. 24 (d) Subrecipient will carry out each activity, program and/or 25 project in compliance with all federal laws and regulations as set forth in 24 26 CFR., Part 570, with the following exceptions, (i) the Subrecipient does not 27 assume the environmental responsiblities of the Grantee as described in 24 28 CFR, Part 570.604, and; (ii) the Subrecipient does not assume the Grantee's responsiblities for initiating the review process under Executive Order Number 1 12372. 2 (e) Subrecipient will 3 comply with the requirements set forth is 4 the Uniform Relocation Assistance and Real Property Acquisition Policy Act of 5 1970, as amended (URA), 49 CFR, Part 24 in accordance with federal 6 regulations when attempting to or acquiring any building or parcel of land. 7 Subrecipient will be required to obtain written approval from the Executive 8 Director of the Development Department prior to any activity taking place 9 ;Zithin the confines of URA 49 CFR, Part 24, as amended 2. Pa_ yments 10 11 City shall reimburse Subrecipient for allowable costs incurred under the scope of this Agreement and applicable Federal regulations,gulatiotts, which 13 have not been paid for or reimbursement will be made at least on a monthly basis, with the total of all such reimbursements not to exceed d X59,020. 3. Term. 15 This Agreement shall commence December 21, 1992, and terminate June ]s 21, 1994. 17 4. Use . • ravat t�..r. . 18 (a) The funds paid to Subrecipient shall be used by it solely for 19 the purposes set forth is Paragraph 1(b) of this Agreement, and is accordance 20 with the program budget submitted by Subrecipient to the City of San 21 Bernardino Community Development Department, a copy of which is attached to 22 this Agreement as Exhibit "B". This budget shall list all sources of funds 23 for the ng program covered by this Agreement, whether from State, Federal, local 24 or private sources and shall identify hich sources are � y paying for which 25 specific portions of the program, by line-item, to the extent 26 practicable. (b) No travel expenses for out-of-state travel shall be included 27 in this program unless specifically listed in the budget as submitted and 28 1 approved, and all travel expenses tc be funded from funds provided hereunder 2 shall be specifically identified as travel expense, which shall be negotiated 3 between the City of San Bernardino Development Department and Subrecipient as 4 listed in the budget. Any travel expenses incurred by Subrecipient above the 5 budgeted amount or for out-of-state travel shall not be eligible for 6 reimbursement unless the prior written approval of the Executive Director of 7 Development Department of the City of San Bernardino, or designee, has been 8 obtained. 9 (c) Funds shall be used for purposes authorized by the Community 10 Development Block Grant Program only, and no portion of the funds granted 11 hereby shall be used for any purpose not specifically authorized by this 12 Agreement. 13 (d) Only net payroll shall be periodically reimbursed by City as 14 an allowable cost. Any amounts withheld by Subrecipient from an employee's 15 pay for taxes, social security, or other withholdings and not actually paid 16 over to another entity, shall not be included as wages or expenses eligible 17 for reimbursement as an allowable cost until such time as the withheld taxes, 18 social security, or other withholding are immediately paid over to another 19 entity entitled to such payment. Upon such payment and the submission of 20 evidence of such payment to the City of San Bernardino Development Department, 21 such expenses shall be regarded as an allowable cost, and the City shall 22 reimburse Subrecipient for such obligation. 23 (e) Subrecipient shall be allowed, with the prior written approval 24 of the Development Department of the City of San Bernardino, to make changes 25 to the budget during the first three (3) quarters of the fiscal year, so long 26 as Subrecipient is in compliance with Section "2" of this Agreement at the 27 time of submission of the budget modification request. A variation in the 28 itemization of costs, as set forth in the proposed budget submitted to City, not to exceed ten percent (10%) as to any particular line item, shall be allowed, provided that the prior written approval of the Executive Director of the Development Department of the City of San Bernardino is obtained, it being understood that the total amount of the grant shall not be varied thereby. (f) The parties intend that grant funds be utilized within the time period covered by this Agreement, and entitlement to any funds not expended or obligated shall revert to the City. No reserve for the future shall be established with the funds except as may be authorized to meet commitments made for services provided during the period of this Agreement, but not yet paid for at the conclusion of this Agreement. (g) Subrecipient shall remain in compliance with all state, federal and local laws prior to the receipt of any reimbursement hereunder. This includes, but is not limited to, all laws and regulations relative to the form of organization, local business licenses and any laws and regulations specific to the business and activity carried out by Subrecipient. Reimbursement shall not be made to Subrecipient which is not operating in compliance with all applicable laws. Reimbursements may be subsequently paid, at the direction of the Executive Director of the Development Department for reimbursement costs incurred during the period when compliance is achieved before expiration of this Agreement. 5. Accoun_ tin&L Audit (a) Prior to the final payment under this Agreement, and at such other times as may be requested by the Executive Director of the Development Department of the City of San Bernardino, Subrecipient shall submit to the Director an accounting of the proposed and actual expenditures of all revenues from whatever source accruing to the organization for the fiscal year ending June! 30, 1994. (b) Financial records shall be maintained by Subrecipient in accordance with Generally Accepted Accounting Principles, and in a manner 9 which permits City to trace the expenditures of funds to source documentation. All books and records of subrecipient are to be kept open for Inspection at any time during the business day by the City, its officers or agents, and by any representative of the United States of America authorized to audit community development block grant programs. (c) Standards for financial management systems and financial reporting requirements established by 24 CFR, Parts 85.20 and 85.22 shall be fully complied with by Subrecipient. Subrecipient acknowledges that the funds Provided are federal funds. (d) Subrecipient's financial management system shall provide for accurate, current and complete disclosure of the financial results of each Program sponsored by this Agreement. It is the responsibility of Subrecipient to, adequately safeguard all assets of the program, and Subrecipient shall assure that they are used solely for authorized purposes. 6. Services Available to Residents:-Monitoring and Reoortino Program Performance The services of Subrecipient shall be made available to residents and inhabitants of the City of San Bernardino unless otherwise noted in Exhibit "A". No person shall be denied service because of race, color, national origin, creed, religion, sex, marital status, or physical handicap. Subrecipient shall comply with Affirmative Action guidelines in its employment practices. Subrecipient shall also monitor the program's activities and submit written reports quarterly, or more often if requested, to the Executive Director of the Development Department of the City of San Bernardino, in accordance with 24 CFR, Part 85.41(c)(d) and Part 85.21. Failure to provide such quarterly performance reports may prevent the processing by City of Subrecipient's requests for reimbursement, and may Justify temporary withholding as provided for in Paragraph "11" hereof. City reserves the right 2 to waive such breach, without prejudice to any other of its rights hereunder, upon a finding by the Executive Director of the Development Department that such failure was due to extraordinary circumstances and that such breach has been timely cured without prejudice to the City. 7. Procurement Practies; Conflict of Interest, Subrecipient shall comply with procurement procedures and guidelines established by 24 CFR, Part 85.36(d)(1), Subrecipient "Procurement Standards". In addition to the specific requirements of 24 CFR, Part 85, Subrecipient shall maintain a code or standards of conduct which shall govern the performance of its officers, employees or agents in contracting with and expending the federal grant funds made available to Subrecipient under this Agreement. Subrecipient's officers, employees or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or potential contractors. To the extent permissible by state law, rules, and regulations, the standards adopted by Subrecipient shall provide for penalties, sanctions or other disciplinary actions to be applied for violations of such standards by either the Subrecipients's officers, employees or agents, or by contractors or their agents. Subrecipient shall provide a COPY of the code or standards adopted to City forthwith. All procurement transactions without regard to dollar value shall be conducted in a manner so as to provide maximum open and free competition. The Subrecipient shall be alert to organizational conflicts of interest or non-competitive practices among contractors which may restrict or eliminate competition or otherwise restrain trade. Subrecipient agrees to adhere to conflict of interest provisions set forth in 24 CFR Section 570.611 and to the procurement rules specified in 24 CFR, Part 85.36, in its expenditure of all funds received under this Agreement. 1 8. AAti-Kick Back Proyig ons; Eaual gmDloymen Opportunity, 2 All contracts for construction or repair using funds provided under 3 this Agreement shall include a provision for compliance with the Copeland 4 "Anti-Rick Back" Act (18 U.S.C. 874) as supplemented in Department of Labor 5 Regulations (29 CFR, Part 3). This Act provides that each contractor or G subgrantee shall be prohibited from inducing, by any means, any person 7 employed in the construction, completion or repair of public work, to give up 8 any part of the compensation to which he/she is otherwise entitled. 9 Subrecipient shall report all suspected or reported violations to City. All 10 contracts in excess of $10,000.00 entered into by Subrecipient using funds 11 provided under this Agreement shall contain a provision requiring compliance 12 with Equal Employment Opportunity provisions established by Executive Order 13 Number 11246, as amended. 14 9. P age Reaui ement 15 Any construction contracts awarded by Subrecipient using funds lG provided under this Agreement in excess of $2,000.00 shall include a provision 17 for compliance with the Davis-Bacon Act (40 U.S.C. 276(a) to 276(a)(7)) and as 18 supplemented by Department of Labor Regulations (29 CFR). Under this act, 19 contractors shall be required to pay wages to laborers and mechanics at a rate 20 not less than the minimum wages specified in a wage determination made by the 21 Secretary of Labor. In addition, contractors shall place a copy of the 22 current prevailing wage determination issued by the Department of Labor in 23 each solicitation and the award of a contract shall be conditioned upon the 24 acceptance of the wage determination. Subrecipient shall report all suspected 25 or reported violations to City. 26 10. Approval of City of any Charges. Use of Program Income. 27 (a) City hereby requires Subrecipient to notify the City in 28 writing, of its intent to charge a fee for any service, the provision of which ] lis assisted pursuant to the Agreement. City requires Subrecipient to obtain 2 the prior written approval of City for any charges or fees to be charged by 3 Subrecipient for such services, and of any rules and regulations governing the 4 provision of services hereunder. 5 (b) Program income represents gross income received by the 6 Subrecipient directly generated from the use of funds provided hereunder. 7 Such earnings include interest earned on advances and may include, but will 8 not be limited to, income from service fees, sale of commodities, usage and 9 rental fees for real or personal property using the funds provided by this 10 Agreement. As to such income, it shall be first applied to eligible program 11 activities, before requests for reimbursement and, in the use, shall be 12 subject to all applicable provisions of this Agreement. Income not so applied 13 shall be remitted to City. Subrecipient shall remit all unspent program 14 income to the City within thirty (30) days subsequent to the end of the 15 program year (June 30, 1994). 16 11. Temporary Withholding 17 The Executive Director of the Development Department of the City of 18 San Bernardino is authorized to temporily withhold the payment of funds to 19 Subrecipient when the Director determines that any violation of this Agreement 20 has occurred. Funds shall be withheld until the violation is corrected to the 21 satisfaction of the Executive Director. Subrecipient shall have the right to 22 appeal the decision of the Executive Director to the Mayor and Common 23 Council. The sole grounds for such appeal shall be that no violation of the 24 Agreement has occurred. Subrecipient shall file such appeal within fifteen 25 (15) days after such first withholding. The Mayor and Common Council shall 26 set ,a date for the hearing of such appeal which is within thirty (30) days 27 following the date of filing. 28 /// l 12. Records Retention 2 Financial records, supporting documents, statistical records, and 3 all other records pertaining to the use of the funds provided under this 4 Agreement shall be retained by Subrecipient for a period of three (3) years, 5 at a minimum, and in the event of litigation, claim or audit, the records 6 shall be retained until all litigation, claim or audit findings involving the j records, have been fully resolved. Records for non-expendable property 8 acquired with federal funds provided under this Agreement shall be retained 9 for three (3) years after the final disposition of such property. 10 13. Pronerty Management Standards 11 Non-expendable personal property, for the purposes of this 12 Agreement, is defined as tangible personal property, purchased in whole or in 13 part with federal funds, which has useful life of more than one (1) year and 14 an acquisition cost of one-thousand dollars ($1,000.00) or more per unit. 15 Rea]. property means land, including land improvements, structures and 16 appurtenances thereto, excluding movable machinery and equipment. 17 Non-expendable personal property and real property purchased with or improved 18 by funds provided under this Agreement shall be subject to the property 19 management standards set forth in 24 CFR, Part 85.32. 20 14. Termination for Cause 21 (a) City reserves the right to terminate this Agreement in 22 accordance with 24 CFR, Part 85.43, and any and all grants and future payments 23 under- this Agreement, in whole or in part, at any time before the date of 24 completion of this Agreement whenever City determines that the Subrecipient 25 has materially failed to comply with the terms and conditions of this 26 Agreement. In the event City seeks to terminate this Agreement for cause, 27 City shall promptly notify the Subrecipient in writing of the proposed 28 termination and the reasons therefore, together with the proposed effective date. 1 Subrecipient shall be given an opportunity to appear before the Mayor and 2 Common Council at the time at which the Mayor and Common Council are to 3 consider such recommended termination, and shall be given a reasonable 4 opportunity to show cause why, if any exists, the Agreement should not be 5 terminated for cause. Upon determination by the Mayor and Common Council that 6 the contract should be terminated for cause, notice thereof, including reasons 7 for the determination, shall promptly be mailed to the Subrecipient, together 8 with information as to the effective date of the termination. Such notice may 9 be given orally at that hearing. The determination of the Mayor and Common 10 Council as to cause shall be final. 11 (b) In the event of any termination whether for cause or for 12 convenience, Subrecipient shall forthwith provide to the Development 13 Department any and all documentation needed by the Development Department to 14 establish a full record of all monies received by Subrecipient and to document 15 the uses of same. 16 15. Termination for Convenience 17 City or Subrecipient may terminate this Agreement in whole or in 18 part provided both parties agree that the continuation of the project would 19 not produce beneficial results commensurate with further expenditure of 20 funds. In such event, the parties shall agree upon the termination 21 conditions, including the effective date and, in the case of partial 22 terminations, the portion to be terminated. The Subrecipient shall not incur 23 new obligations for the terminated portion after the effective date and shall 24 cancel as many outstanding obligations as possible. City shall allow 25 Subrecipient full credit for the City's share of the non—cancellable 26 obligations properly incurred by the Subrecipient prior to termination. 27 16. Reversion of Assets 28 Subrecipient agrees that upon expiration of this Agreement, the 1 Subrecipient shall transfer to the City any and all CDBG funds not used at the 2 time of expiration and any accounts receivable attributable to the use of CDBG 3 funds. Subrecipient agrees that any real property under its control, which 4 was acquired or improved, in whole or in part, with CDBG funds in excess of 5 $500.00 shall either, (i) be used to meet one (1) of the three (3) national 6 objectives as set forth in 24 CFR, Part 570.208 until five (5) years after expiration of the Agreement or such period of time as determined appropriate 8 by the City, or; (ii) is disposed of in a manner which results in the City J being reimbursed in the amount of the current fair market value of the 10 property less any portion thereof attributable to expenditure of, or 11 improvement to, the property by Subrecipient. Such reimbursement is not 12 required after the period of time specified in "i" above. 13 17. Hold Harmless 14 Subrecipient agrees to indemnify, save and hold harmless the City and the 15 Development Department and their employees and agents from all liabilities and 16 charges, expenses (including counsel fees), suits or losses, however 17 occurring, or damages, arising or growing out of the use of or receipt of 18 funds paid under this Agreement and all operations under this Agreement. 19 Payments under this Agreement are made with the understanding that the City 20 and the Development Department are not involved in the performance of services 21 or other activities of the Subrecipient. Subrecipient and its employees and 22 agents are independent contractors and not employees or agents of City and the 23 Development Department. 24 18. Amendment, 25 This Agreement may be amended or modified only by written agreement 26 signed by both parties, and failure on the part of either party to enforce any 27 provision of this Agreement shall not be construed as a waiver of the right to 28 compel enforcement of any provision or provisions. 12 1 19. Assignment 2 This Agreement shall not be assigned by Subrecipient without the 3 prior written consent of City. 4 20. Notices. 5 All notices herein required shall be in writing and delivered in 6 person or sent certified mail, postage prepaid, addressed as follows: 7 8 As to City: As to Subrecipient KENNETH J. HENDERSON YOUNG WOMEN'S CHRISTIAN 9 Executive Director ASSOCIATION, INC. Development Department 567 No. Sierra Way 1U Economic Development Agency San Bernardino CA 92410 201 North "E" Street, Third Floor ' 11 San Bernardino, CA 92401 12 13 21. Evidence of Authority 14 Subrecipient shall provide to City evidence in the form of a 15 certified copy of minutes of the governing body of Subrecipient, or other 16 adequate proof, that this Agreement has been approved in all its detail by the 17 governing body of the Subrecipient, that the person(s) executing it are 18 authorized to act on behalf of Subrecipient, and that this Agreement is a 19 binding obligation on Subrecipient. 20 22. Certification of Assurance 21 Subrecipient shall comply with the program requirements attached 22 hereto as Exhibit "C", which are incorporated by reference as though fully set 23 forth at length and made a part of this Agreement by execution of all 24 certifications and assurances of the CDBG program. 25 23. Entire Agreement 26 This Agreement and any document or instrument attached hereto or 27 referred to herein integrates all terms and conditions mentioned herein or 28 incidental hereto, and supersedes all negotiations and prior writing in I respect to the subject matter hereof. In the event of conflict between the 2 terms, conditions or provisions of this Agreement, and any such document or 3 instrument, the terms and conditions of the Agreement shall prevail. 4 24. No Third Party Beneficiaries 5 No third party shall be deemed to have any rights hereunder 6 against any of the parties hereto as a result of this Agreement. 7 8 g 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 /// ] F5 1992/1993 CDBG AGREEMENT BETWEEN CITY AND YOUNG WOMEN'S CHRISTIAN ASSOCIATION, INC. 2 IN' WITNESS WHEREOF, the parties hereto have executed this Agreement on the 3 date and year first hereinabove written. 4 5 ATTEST: CITY OF SAN BERNARDINO 6 7 City Clerk By. W.R. Holcomb, Mayor 8 City of San Bernardino 9 SUBRECIPIENT 10 Approved as to form and By: 11 legal content: P e dent JAMES F. PENMAN, BY: N/A 12 City Attorney Secretary 13 By: 14 15 AJH:lag:0293e 16 Rev. 12/1992 17 18 19 20 21 22 23 24 25 26 27 28