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5.1 Representative of Subrecipient. The Executive Director is hereby designated as being
<br />the representative of Subrecipient authorized to act in its behalf with respect to this Agreement and make
<br />all decisions in connection therewith.
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<br />5.2 Contract Officer. Contract Officer shall be the City's CDBG Manager, or such person as
<br />may be designated by the City Manager. It shall be the Subrecipient's responsibility to assure that the
<br />Contract Officer is kept informed of the progress of the performance of the services and the Subrecipient
<br />shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified
<br />herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The
<br />Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to
<br />carry out the terms of this Agreement.
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<br />5.3 Prohibition Against Subcontracting or Assignment. Neither this Agreement nor any
<br />interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by
<br />operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of
<br />City. Transfers restricted hereunder shall include the transfer to any pe rson or group of persons acting
<br />in concert of more than twenty-five percent (25%) of the present ownership and/or control of Subrecipient,
<br />taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer,
<br />including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release
<br />the Subrecipient or any surety of Subrecipient of any liability hereunder without the express consent of
<br />City.
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<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 the
<br />services required herein, except as otherwise set forth herein. City shall have no voice in the selection,
<br />discharge, supervision or control of Subrecipient's employees, servants, representatives or agents, or in
<br />fixing their number, compensation or hours of service. Subrecipient shall perform all services required
<br />herein as an independent contractor of City and shall remain at all times as to City a wholly independent
<br />contractor with only such obligations as are consistent with the role. Subrecipient shall not at any time or
<br />in any manner represent that it or any of its agents or employees are agents or employees of City. City
<br />shall not in any way or for any purpose become or be deemed to be a partner of Subrecipient in its
<br />business or otherwise of a joint venture or a member of any joint enterprise with Subrecipient.
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<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 and
<br />shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree
<br />with the performance of services required under this Agreement. The Subrecipient further covenants that
<br />in the performance of this Agreement no persons having such a financial interest shall be employed or
<br />retained by the Subrecipient hereunder. These conflict of interest provisions apply to any person who is
<br />an employee, agent, Subrecipient, officer, or elected official or appointed official of the City of San
<br />Leandro, or of any designated public agencies or subrecipients which are receiving funds under the
<br />CDBG Entitlement program.
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<br />5.6 Lobbying. The Subrecipient hereby certifies that:
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<br />a. No Federal appropriated funds have been paid or will be paid, by or on behalf of
<br />it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member
<br />of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
<br />with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal
<br />loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
<br />amendment, or modification of any Federal contract, grant, loan, or co-operative agreement;
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<br />b. If any funds other than Federal appropriated funds have been paid or will be paid
<br />to any person for influencing or attempting to influence an officer or employee of any agency, a Member
<br />of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection
<br />with this Federal contractor, grant, loan, or cooperative agreement, it will complete and submit Standard
<br />Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions;
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<br />DocuSign Envelope ID: 95D25B34-6086-4A29-8612-90AA0E4C1962
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