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