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<br />CDBG Subrecipient Agreement between City of San Leandro and July 1, 2020 <br />Asian Health Services for Mental Health Warmline Services Page 7 of 17 <br /> <br /> <br />5.1 Representative of Subrecipient. The Executive Director is hereby designated as <br />being the representative of Subrecipient authorized to act in its behalf with respect to this <br />Agreement and make all decisions in connection therewith. <br /> <br />5.2 Contract Officer. Contract Officer shall be the City's CDBG Manager or such <br />person as may be designated by the City Manager. It shall be the Subrecipient's responsibility to <br />assure that the Contract Officer is kept informed of the progress of the performance of the services <br />and the Subrecipient shall refer any decisions that must be made by City to the Contract Officer. <br />Unless otherwise specified herein, any approval of City required hereunder shall mean the <br />approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on <br />behalf of the City required hereunder to carry out the terms of this Agreement. <br /> <br />5.3 Prohibition Against Subcontracting or Assignment. Neither this Agreement nor <br />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 <br />written approval of City. Transfers restricted hereunder shall include the transfer to any person or <br />group of persons acting in concert of more than twenty-five percent (25%) of the present ownership <br />and/or control of Subrecipient, taking all transfers into account on a cumulative basis. In the event <br />of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be <br />void. No approved transfer shall release the Subrecipient or any surety of Subrecipient of any <br />liability hereunder without the express consent of City. <br /> <br />5.4 Independent Contractor. Neither the City nor any of its employees shall have any <br />control over the manner, mode or means by which Subrecipient, its agents or employees, perform <br />the services required herein, except as otherwise set forth herein. City shall have no voice in the <br />selection, discharge, supervision or control of Subrecipient's employees, servants, representatives <br />or agents, or in fixing their number, compensation or hours of service. Subrecipient shall perform <br />all services required herein as an independent contractor of City and shall remain at all times as to <br />City a wholly independent contractor with only such obligations as are consistent with the role. <br />Subrecipient shall not at any time or in any manner represent that it or any of its agents or <br />employees are agents or employees of City. City shall not in any way or for any purpose become <br />or be deemed to be a partner of Subrecipient in its business or otherwise of a joint venture or a <br />member of any joint enterprise with Subrecipient. <br /> <br />5.5 Conflict of Interest. The Subrecipient agrees to abide by the provisions of 24 CFR <br />570.611 with respect to conflicts of interest, and covenants that it presently has no financial interest <br />and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or <br />degree with the performance of services required under this Agreement. The Subrecipient further <br />covenants that in the performance of this Agreement no persons having such a financial interest <br />shall be employed or retained by the Subrecipient hereunder. These conflict of interest provisions <br />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 <br />which are receiving funds under the CDBG Entitlement program. <br /> <br />5.6 Lobbying. The Subrecipient hereby certifies that: <br /> <br />a. No Federal appropriated funds have been paid or will be paid, by or on <br />behalf of it, to any person for influencing or attempting to influence an officer or employee of any <br />agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member <br />of Congress in connection with the awarding of any Federal contract, the making of any Federal <br />117