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HomeMy WebLinkAboutCenter for Social Advocacy/Heartland; 2007-01-09;ASSIGNMENT AND ASSUMPTION AGREEMENT FOR CDBG SUBRECIPIENT AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this *? day of J»brnLCLAjJ\ ^ . 200*"), by and between the CITY OF CARLSBAD, a political subdivision of the State of California ("City"), HEARTLAND HUMAN RELATIONS AND FAIR HOUSING ASSOCIATION ("Assignor") and CENTER FOR SOCIAL ADVOCACY ("Assignee"), and is made with reference to the following facts: RECITALS A. On July 27, 2006, the City and Assignor entered into that certain Subrecipient Funding Agreement concerning Community Development Block Grant Funding for Fair Housing Services, (the "Agreement"). B. Paragraph 13 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor has changed it's name to better reflect it's scope of services and the organization still supplies the services needed by the City. D. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights rev. 1/28/00 -1- and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney's fees, which arises out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefited from this Assignment Agreement. This hold harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their rev. 1/28/00 -2- respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shall be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Housing and Redevelopment Director 2965 Roosevelt Street, Suite B Carlsbad, CA 92008 Assignor: Heartland Human Relations and Fair Housing Executive Director 1068 Broadway, Suite 221 El Cajon, CA 92021 rev. 1/28/00 -3- Assignee: Executive Director Center for Social Advocacy 1068 Broadway, Suite 221 El Cajon, CA 92021 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and /or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. rev. 1/28/00 -4- ASSIGNOR: Heartland Human Relations and Fair Housing Association CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) "K^ft (( V *,L fl.•* f I WfCL, Ti n -b iTfcTfrr (print name/title) / ASSIGNEE: Centerfor Social Advocacy (print nalme/titld) City Manager or Mayor ATTEST: LORkAINE M'. WOOD City Clerk (Proper notarial acknowledgment of execution by Contractor must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY: Deputy/City Attorney rev. 1/28/00 -5- Center for Social Advocacy Officers President Jack Shu First Vice-President Janet Castafios Second Vice-President Tracy Ream Treasurer Chuck Merino Secretary Shirley Murphy Members Bea Goree -Miyoshi Ikeda Walter Lam Janet Light Erv Metzgar Thomas Pamilla Agin Shaheed Zina Toma Ramirez Ralph White Executive Director Russell Dehnel, Ph.D. Authorization to Apply, Negotiate, and Contractually Bind the Association The Board of Directors of the Center for Social Advocacy, formerly Heartland Human Relations and Fair Housing Association approved the following motion on July 26 , 2006: Authorize the Executive Director to submit applications for Fair Housing and Shared Housing Programs, to negotiate contracts and contractually bind the Association with the cities of El Cajon, La Mesa, Santee, Lemon Grove, Carlsbad, Escondido, and Chula Vista and to negotiate contracts and contractually bind the Association with North County Lifeline through the North County Lifeline, the Center for Social Advocacy and South Bay Community Seivices Fair Housing Collaborative. Jack K. Shu President 1068 Broadway Street, Suite 201 © El Cajon, CA 92021 Telephone: (619) 444-5700 © (800) 954-0441 ® Fax: (619) 444-5080 wwwCenterforSocialAdvocacy.org e email: info@c4sa.org Center for Social Advocacy (The new name for Heartland Human Relations and Fair Housing Association) Officers President Jack Shu First Vice-President Janet Castaftos Second Wce-Pres/derrf Tracy Ream Treasurer Chuck Merino Secretary Shirley Murphy Members Cory Briggs Mario Garrett Bea Goree Miyoshi Ikeda Walter Lam Jodie Lawston Janet Light Erv Metzgar Thomas Pamilla Agin Shaheed Zina Toma Ramirez Ralph White Executive Director Russell Dehnel, Ph.D. Date: December 18, 2006 To: John De Rego City of Carlsbad Re: Heartland Human Relations, name change Fax: (760) 602-8556 Please accept this as written confirmation that our name, Heartland Human Relations and Fair Housing Association, was changed effective March 2006, to Center for Social Advocacy. There has been no change in our staff, location or tax number. We can continue to accept checks made out to Heartland Human Relations and Fair Housing Association. Our name change was made to reduce confusion between our organization and other organizations with very similar names. The new name reflects our commitment to continue our advocacy for those in need, and reflects no change in our fair housing services. Russell Dehnel Executive Director 1068 Broadway Street, Suite 221 El Cajon, CA 92021 phone (619) 444-5700 fax: (619) 444-5080 email: info@c4sa.org www.CenterforSocialAdvocacy.org