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kept informed of the progress of the performance of the services and the Subrecipient shall refer any decisions that
<br /> must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required
<br /> hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all
<br /> documents on behalf of the City required hereunder to carry out the terms of this contract.
<br /> 5.3 Prohibition Against Subcontracting or Assignment. Neither this contract nor any interest herein
<br /> may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether
<br /> for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder
<br /> shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25 %)
<br /> of the present ownership and /or control of Subrecipient, taking all transfers into account on a cumulative basis. In
<br /> the event of any such unapproved transfer, including any bankruptcy proceeding, this contract shall be void. No
<br /> approved transfer shall release the Subrecipient or any surety of Subrecipient of any liability hereunder without the
<br /> express consent of City.
<br /> 5.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the
<br /> manner, mode or means by which Subrecipient, its agents or employees, perform the services required herein,
<br /> except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of
<br /> Subrecipient's employees, servants, representatives or agents, or in fixing their number, compensation or hours of
<br /> service. Subrecipient shall perform all services required herein as an independent contractor of City and shall
<br /> remain at all times as to City a wholly independent contractor with only such obligations as are consistent with the
<br /> role. Subrecipient shall not at any time or in any manner represent that it or any of its agents or employees are
<br /> agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of
<br /> Subrecipient in its business or otherwise of a joint venture or a member of any joint enterprise with Subrecipient.
<br /> 5.5 Conflict of Interest. The Subrecipient agrees to abide by the provisions of 24 CFR 570.611 with
<br /> respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any
<br /> financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services
<br /> required under this contract. The Subrecipient further covenants that in the performance of this contract no persons
<br /> having such a financial interest shall be employed or retained by the Subrecipient hereunder. These conflict of
<br /> interest provisions apply to any person who is an employee, agent, Subrecipient, officer, or elected official or
<br /> appointed official of the City of San Leandro, or of any designated public agencies or subrecipients which are
<br /> receiving funds under the CDBG Entitlement program.
<br /> 5.6 Lobbying. The Subrecipient hereby certifies that:
<br /> a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any
<br /> person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an
<br /> officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any
<br /> Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any
<br /> cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal
<br /> contract, grant, loan, or co- operative agreement;
<br /> b. If any funds other than Federal appropriated funds have been paid or will be paid to any
<br /> person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an
<br /> officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract,
<br /> grant, loan, or cooperative agreement, it will complete and submit Standard Form -LLL, "Disclosure Form to Report
<br /> Lobbying," in accordance with its instructions;
<br /> c. It will require that the language of paragraph (d) of this certification be included in the award
<br /> documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and
<br /> cooperative agreements) and that all subrecipients shall certify and disclose accordingly; and
<br /> -6-
<br /> CDBG Agreement with BFWC FY12 -13
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