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- 7 CDBG Agreement with Rebuilding Together Oakland | East Bay – FY2019-2020 4.1 Schedule of Performance. Consultant shall commence, prosecute and complete the project within the time periods established in the "Scope of Work" (Exhibit "A"). 4.2 Reversion of Assets. Upon the expiration or sooner termination of this Agreement, Consultant shall (i) transfer to City any and all CDBG Funds and program income on hand, (ii) any accounts receivable attributable to the use of CDBG Funds or program income; and (iii) if any CDBG Funds or program income was used by Consultant to improve or acquire real property and said CDBG Funds or program income was in excess of Twenty-Five Thousand Dollars ($25,000), Consultant shall either (a) use said real property to meet one of the national objectives specified in 24 CFR Section 570.208 for a period of five (5) years after the termination or sooner expiration of this Agreement or (b) dispose of the real property and reimburse City in an amount (together with any amounts previously repaid to City) that is equal to the fair market value of the real property times a fraction, the numerator of which is equal to the amount of CDBG funds and/or other program income used to acquire or improve the property and denominator of which is equal to the fair market value of the real property immediately after the real property was acquired or improved with said funds. 5.0 COORDINATION OF WORK 5.1 Representative of Consultant. Director for Consultant is hereby designated as being the representative of Consultant authorized to act in its behalf with respect to this Agreement and make all decisions in connection therewith. 5.2 Contract Officer. Contract Officer shall be the City's CDBG Manager or such person as may be designated by the City Manager. It shall be Consultant's responsibility to assure that Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of Contract Officer, who shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 5.3 Prohibition Against Subcontracting or Assignment. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City to entering into this Agreement was and is the professional reputation and competence of Consultant. Neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. Consultant shall also not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of City. In the event of any such unapproved transfer or subcontracting, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with the role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise of a joint venture or a member of any joint enterprise with Consultant. 5.5 Conflict of Interest. Consultant agrees to abide by the provisions of 24 CFR 570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest and shall not acquire any financial interest, 172