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LOS ANGELES COUNTY DEVELOPMENT AUTHORITY
REIMBURSABLE CONTRACT
WITH A CITY
FOR
LOS ANGELES COUNTY RENT RELIEF ASSISTANCE PROGRAM
THIS SUB-RECIPIENT AGREEMENT("Agreement") is made and entered into by and
between the Los Angeles County Development Authority, a public agency created pursuant to
Part 1.7 of Division 24 of the Health and Safety Code,hereinafter referred to as "LACDA," and
City of Arcadia hereinafter referred to as "Operating Agency" with the LACDA and Operating
Agency referred to as "Party," or collectively as "Parties."
WHEREAS,on March 4, 2020,the Chair of the Los Angeles County Board of Supervisors
("Board")proclaimed,pursuant to Chapter 2.68 of the Los Angeles County Code, and the Board
ratified that same day,the existence of a local emergency because the County is affected by a
public calamity due to conditions of disaster or extreme peril to the safety of persons and
property arising as a result of the introduction of the novel coronavirus ("COVID-19") in Los
Angeles County;
WHEREAS, also on March 4, 2020,the County of Los Angeles ("County")Health Officer
determined that there is an imminent and proximate threat to the public health from the
introduction of COVID-19 in Los Angeles County, and concurrently declared a Local Health
Emergency;
WHEREAS, on March 4, 2020,the Governor of the State of California declared a State of
Emergency to exist in California as a result of the threat of COVID-19;
WHEREAS, on March 13, 2020,the President of the United States issued a Proclamation on
Declaring a National Emergency Concerning the COVID-19 Outbreak;
WHEREAS,the Coronavirus Aid, Relief, and Economic Security("CARES")Act was passed
by Congress and signed into law by the President of the United States on March 27,2020;
WHEREAS,the CARES Act established the Coronavirus Relief Fund ("CRF")and the County
received an allocation of CARES Act CRF under section 601(a) of the Social Security Act, as
added by section 5001 of the CARES Act;
WHEREAS,the County has received a direct payment from the CARES Act CRF which may
only be used to cover costs that:
1.Are necessary expenditures incurred due to the public health emergency with respect to
COVID-19;
2.Were not accounted for in the budget most recently approved as of March 27. 2020, for the
County; and
3.Were incurred during the period that begins on March 1, 2020, and ends on December 30,
2020.
WHEREAS,the Treasury has issued guidance, including frequently asked questions that
provide additional instructions and apply equally to the County and any other subrecipients of
the CARES Act CRF;
WHEREAS,the Treasury guidance provides that the County may transfer CARES Act CRF to a
unit of government within its borders provided that the transfer qualifies as a necessary
expenditure incurred due to the public health emergency and meets the other criteria of section
601(d)of the Social Security Act;
WHEREAS,pursuant to Government Code section 31000 and Health and Safety Code section
34149,the County may enter into an agreement with the LACDA to provide specialized
functions on behalf of the County;
WHEREAS, on June 23, 2020, the County's Board authorized the allocation of$30 million of
the County's portion of the CARES Act CRF towards the Los Angeles County Rent Relief
Program(the "Program")to be administered by the LACDA,an independent entity that is the
community development commission and housing authority of the County,which would
prioritize addressing the impacts of COVID-19 in the unincorporated County and incorporated
cities in Los Angeles County;
WHEREAS,on August 4,2020,the County's Board approved the County's allocation of
CARES Act CRF for$30 million and the additional amount of$70 million to the LACDA for a
total of$100 million for the Program;
WHEREAS,the Operating Agency provides rental assistance, case management and other
community services in the unincorporated County and in various incorporated cities in the
County;
WHEREAS,the Operating Agency is a key player in the County to protect the population
vulnerable to COVID-19 by combating homelessness and creating affordable housing during the
COVID-19 pandemic; and
WHEREAS,the Operating is qualified by reason of experience,preparation,organization,
staffing and facilities to provide the services and implement the Program and is will provide such
services for the LACDA.
NOW,THEREFORE, in consideration of the mutual covenants herein set forth and the mutual
benefits to be derived therefrom,the Parties agree as follows:
1.TERM OF AGREEMENT. The term of the Agreement will commence upon the date that the
Agreement is fully executed by the Parties and terminate when all of the Parties' obligations
under this Agreement are fully satisfied.
2.USE OF GRANT AMOUNT.
a.The Operating Agency shall receive funding pursuant to this Contract to cover expenses under
this Program to assist the LACDA in the review and processing of applications from Los
Angeles County residents who are unable to pay rent due to the economic impact of COVID-19
during the period that begins on March 1,2020 and ends on December 30,2020 ("Covered
Period"). Program Funds provided to the Operating Agency are to be used solely to cover costs
of the Program in accordance with this Agreement, current and subsequent Treasury guidelines
and instructions, and any other applicable laws and regulations.
b.Program Funds provided to the Operating Agency are to be used solely to cover costs for the
administration of Program, as described in Section 7,and in accordance with the CARES Act,
current and subsequent Treasury guidelines and instructions, and any other applicable laws and
regulations.
c.Expenditures made by the Operating Agency in the operation of this Agreement shall be in
strict compliance and conformity with the CARES Act, and the Treasury's guidance and any
other instructions from the Treasury or as required by law. Based upon the Treasury's guidance
and any other instructions from the Treasury or as required by law, expenditures incurred must be
for activities responding to the public health emergency,addressing medical and public health
needs, as well as for expenditures incurred in responding to second-order effects of the
emergency.
3.COMPENSATION AND METHOD OF PAYMENT. For satisfactory performance under this
Contract,the County shall reimburse the Operating Agency an amount not to exceed Twenty
Thousand Dollars and Zero Cents ($20,000.00)which shall constitute full and complete
payment hereunder for the implementation of the Program described in Exhibit A. Said
compensation will only be paid out of funds received from the federal government under the
CARES Act Funds under section 601(a) of the Social Security Act, as added by section 5001 of
the CARES Act for allowable costs actually incurred and paid for the express purposes specified.
a.The Parties understand and agree that such compensation shall not be a charge against any
other funds of the LACDA. Funds shall be paid only after submittal of the electronic payment
request form. This payment request form must be submitted on a minimum of a monthly basis as
specified and provided by the LACDA. Said payment request shall give the total of said cash
expenses paid and shall also itemize the same in detail conforming to the budget required by
Section 5 of this Agreement. After timely submittal and approval of each payment request form,
the LACDA will disburse funds in favor of the Operating Agency in the approved amount.
b.The Operating Agency shall have no claim against the County or LACDA for payment of any
money or reimbursement, of any kind whatsoever,for any service provided by the Operating
Agency after the expiration or other termination of this Agreement. Should the Operating
Agency receive any such payment, it shall immediately notify the County and immediately repay
all such funds to the County. Payment by the LACDA for services rendered after expiration
and/or termination of this Agreement shall not constitute a waiver of the County's right to
recover such payment from the Operating Agency. This provision shall survive the expiration or
other termination of this Agreement.
4.STATUTES AND REGULATIONS APPLICABLE TO CARES ACT CRF.Operating Agency
must comply with all applicable requirements of State, Federal, and County of Los Angeles
laws,executive orders,regulations,program and administrative requirements,policies and any
other requirements governing this Agreement.
a.Operating Agency must comply with applicable State and Federal laws and regulations
pertaining to labor,wages,hours, and other conditions of employment. Operating Agency must
comply with new,amended, or revised laws, regulations, and/or procedures that apply to the
performance of this Agreement. These requirements include, but are not limited to:
i.Compliance with Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative
Requirements, Cost Principals, and Audit Requirements for Federal Awards, also known as the
"Super Circular". The Catalog Federal Domestic Assistance number is 21.019.
ii.Compliance with the Single Audit Act(31 U.S.C. §§ 7501-7507)and the related provisions of
the Uniform Guidance, 2 C.F.R. § 200.303 regarding internal controls, §§ 200.330 through
200.332 regarding subrecipient monitoring and management, and subpart F regarding audit
requirements, and any administrative regulation or field memoranda implementing the Single
Audit Act.
b.None of the CARES Act CRF, materials,property or services provided directly or indirectly
under this Agreement may be used for any partisan political activity,or to further the election or
defeat of any candidate for public office. CARES Act CRF provided under this Agreement may
not be used for any purpose designed to support or defeat any pending legislation or
administrative regulation.
c.Operating Agency must comply with all applicable State and Federal laws and regulations
pertaining to confidentiality of client records.
d.None of the Program Funds, materials,property or services provided directly or indirectly
under this Agreement may be used for any partisan political activity,or to further the election or
defeat of any candidate for public office. Program Funds provided under this Agreement may
not be used for any purpose designed to support or defeat any pending legislation or
administrative regulation
5.BUDGET SECTION. No more than the amounts and expenditure items specified in the
Exhibit A,Project Description and Activity Budget,to this Contract,which is attached hereto
and incorporated herein by this reference in Section 3,may be spent without written approval of
the LACDA.
6.ACCOUNTING. The Operating Agency must establish and maintain on a current basis an
adequate accounting system in accordance with generally accepted accounting principles and
standards, and the County Auditor-Controller Contract Accounting and Administration
Handbook. Regardless of the Operating Agency's method of accounting,expenses must be
reported in accordance with Sections 5 and 28 of this Contract.
7.PROGRAM DESCRIPTION. The Operating Agency will expend the Program Funds as
described herein.
a.Operating Agency will administer the Program to meet the needs of tenants who have during
the Covered Period been unable to pay rent, or a portion thereof, due to the economic impacts
caused by the COVID-19 pandemic. The Program will be provided to those with greater needs
and prioritize addressing the impacts of COVID-19 in the unincorporated County and
incorporated cities in Los Angeles. Those who are most at need will be targeted with more
assistance.
b.Operating Agency will: 1) Contact applicants referred by LACDA and obtain a completed
Tenant Application; 2)Review Tenant Application and ensure it is complete and accurate; 3)
Obtain all necessary documents to support Tenant Application; 4) Obtain completed Landlord
Participation Agreement and LACDA Vendor forms from landlord; 5) Submit all Program
Documents to LACDA; and 6)Update client profile in 211 LA's system.
c.Upon receipt of Program Documents from Operating Agency, LACDA will review and rental
assistance will be made directly to property owners,or their authorized representatives, on behalf
of the tenants to maintain housing and/or reduce unpaid rent payments as a result of financial
impacts related to the COVID-19 pandemic. LACDA will conduct in-progress monitoring to
ensure that documents are maintained to support the requirements of the CARES Act to meet
auditing standards.
d.Consistent with the Treasury guidelines and instructions, and any other applicable laws or
regulations, in order for the cost to be considered to have been incurred,performance or delivery
must occur during the Covered Period but payment of CARES Act CRF need not be made during
that time as specified by the Treasury. Irrespective of when payment occurs,the cost of a lease
payment shall be considered to have been incurred for the period of the lease that is within the
Covered Period,but not otherwise. Furthermore, in all cases it must be necessary that
performance or delivery take place during the Covered Period. Thus the cost of a good or
service received during the Covered Period will not be considered eligible under the CARES Act
if there is no need for receipt until after the Covered Period has expired.
8.REPORTS. The Operating Agency shall comply with all reporting requirements. Operating
Agency shall prepare and submit financial,program progress,monitoring, evaluation and any
other reports as required by the LACDA, County and the CARES Act.
a.Upon request, Operating Agency shall provide a report to the LACDA that shall: (i) identify
the costs incurred(and projected to be paid)for the Program; (ii)demonstrate how Operating
Agency expended the Program Funds consistent with the use requirements, set forth in Section 2
of this Agreement, and authorized by the Board; (iii) identify the balance of Program Funds not
expended; and(iv) describe a plan for expenditure of unspent Program Funds on or before
December 30, 2020.
b.At any time during the term of this Agreement, the LACDA may, in its sole discretion,request
that Operating Agency provide the LACDA with progress reports in the form specified by the
LACDA,to ensure that LACDA is meeting the requirements of the CARES Act, current and
subsequent Treasury guidelines and instructions on reporting, and any other applicable laws or
regulations.
c.Operating Agency shall provide a certification, in a form provided by the County,to be signed
by its Executive Director,or designee,with each report required under this Section 8 that the
statements contained in the report are true and that the expenditures described in the report
comply with the uses permitted under Section 2.
d.Operating Agency shall maintain supporting documentation for the reports required by this
Section 8 consistent with the requirements of this Agreement.
9.RECORDS MAINTENANCE. The Operating Agency shall maintain, and permit on-site
inspections of such property,personnel, financial and other records and accounts as are
considered necessary by the LACDA to assure proper accounting for the CARES Act CRF
during the term of this Agreement and for a period of five(5)years after final payment is made
using Program Funds in compliance with the Treasury guidelines and instructions on records
retention, and any other applicable laws or regulations. The Operating Agency will ensure that
its employees and its subrecipients and furnish such information,which, in the judgment of
LACDA representatives, may be relevant to a question of compliance with contractual
conditions,with County or granting agency directives, or with the effectiveness, legality, and
achievements of the Program.
10.RECORDS INSPECTION. In accordance with State or Federal law and pursuant to this
Agreement, at any time during normal business hours and as often as either the County,its
designees, Federal or State of California may deem necessary, Operating Agency must make
available for examination all of its records with respect to all matters covered by this Agreement.
The LACDA, or its designees, or the Federal or State government each have the authority to
audit,examine and make excerpts or transcripts from records, including all Operating Agency's
invoices, materials,payrolls,records of personnel, conditions of employment and other data
relating to all matters covered by this Agreement. The Operating Agency agrees to provide any
reports requested by the County regarding performance of this Agreement. With respect to
inspection of Operating Agency's records,the LACDA may require that Operating Agency
provide supporting documentation to substantiate Operating Agency's costs with respect to the
LACDA's use or expenditure of the Program Funds.
11.PERMITS,LICENSES,APPROVALS,AND LEGAL OBLIGATIONS Operating Agency
shall be responsible for obtaining any and all permits, licenses, and approvals required for
performing any work under this Agreement. Operating Agency shall be responsible for
observing and complying with any applicable Federal, State, or local laws, or rules or regulations
affecting any such work. Operating Agency shall provide copies of permits and approvals to the
LACDA upon request.
12.FISCAL LIMITATIONS. The United States of America,through the U.S. Treasury,may in
the future place programmatic or fiscal limitation(s)on CARES Act CRF. Accordingly,the
LACDA reserves the right, in its sole discretion,to revise this Agreement, in order to consider
actions and events affecting CARES Act CRF. In the event of a CARES Act funding reduction
by the Treasury,the LACDA may, in its sole discretion, reduce the compensation amount of this
Agreement in whole or in part, or may limit the rate of the Operating Agency's use of both its
uncommitted and its unspent funds. LACDA may implement and effect such a reduction in the
compensation amount of this Agreement.
a.Where LACDA,through its Executive Director, or his/her designee,has reasonable grounds to
question the fiscal accountability, financial soundness,or compliance with this Contract of the
Operating Agency,LACDA,through the Executive Director,or his/her designee,may suspend
this Contract for up to 60 days, upon three(3)days' notice to the Operating Agency,pending an
audit or other resolution of such questions.
b.In no event, however, shall a revision made by the County affect expenditures and legally
binding commitments made by the Operating Agency before it received notice of such revision,
provided that such amounts have been committed in good faith and are otherwise allowable,that
such commitments are consistent with CARES Act CRF requirements and guidelines,and that
CARES Act CRF are available to the LACDA to satisfy such expenditures or legally binding
commitments.
I3.ASSURANCES. The Operating Agency hereby assures and certifies that it has complied
with the CARES Act,applicable regulations,policies, guidelines and requirements, 2 CFR Part
200,and that it will comply with all applicable Federal, State, and local laws and regulations as
they relate to acceptance and use of Federal funds for this program. Also,the Operating Agency
gives assurance and certifies with respect to the Program specified in Exhibit A,that it will be in
strict compliance and conformity with the CARES Act, and the Treasury's guidance and any
other instructions from the Treasury or as required by law. The Operating Agency assures that
expenditures incurred must be "due to" the public health emergency. Expenditures must be for
activities responding to the public health emergency, addressing medical and public health needs,
as well as for expenditures incurred in responding to second-order effects of the emergency.
14.SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the Operating Agency
hereto and their respective successors and assigns;provided, however,that the Operating Agency
may not assign any of its rights or delegate any of its duties hereunder to any party other than an
affiliate of Operating Agency without the prior written consent of the LACDA.
15.AMENDMENTS. No alteration or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the Parties; no oral understanding or agreement not
incorporated herein shall be binding on either of the Parties; and no exceptions,alternatives,
substitutes or revisions are valid or binding on LACDA unless authorized by LACDA in writing.
16.CONFLICT OF INTEREST. The Operating Agency, its agents and employees shall comply
with all applicable Federal, State, and County laws and regulations governing conflict of interest
including,but not limited to,2 CFR Part 200. Section 200.112 and 24 CFR Section 570.611. The
Operating Agency agrees to incorporate the language found in this Section in contracts using
Program Funds and subject to compliance with conflict of interest Federal, State, and County
laws.
a.Operating Agency represents and warrants that no LACDA or County employee,whose
position enables him/her to influence the award of this Agreement, and no spouse or economic
dependent of such employee, is or shall be employed in any capacity by Operating Agency,or
shall have any direct or indirect financial interest in Operating Agency.
b.Operating Agency represents and warrants that it is aware of, and its authorized officers have
read,the provisions of Los Angeles County Code Chapter 2.180 entitled "Contracting With
Current or Former County Employees,"and that execution of the Agreement will not violate
those provisions.Anyone who is a former employee of the County or LACDA at the time of
execution of the Agreement or who subsequently becomes affiliated with Operating Agency in
any capacity shall not participate in the provision of services or performance provided under the
Agreement or share in the profits of Operating Agency earned for a period of one year from the
date he/she separated from County or LACDA employment.
17.INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement
will be acting in an independent capacity and not as agents, employees,partners,joint ventures,
or associates of one another. The employees or agents of one party shall not be deemed or
construed to be the agents or employees of the other party for any purpose whatsoever, including
workers'compensation liability. The Operating Agency shall bear the sole responsibility and
liability for furnishing workers' compensation benefits to any person for injuries arising from or
connected with services performed on behalf of the Operating Agency pursuant to this
Agreement.
18.FAILURE TO PROCURE INSURANCE Failure on the part of the Operating Agency to
procure or maintain required insurance(pursuant to Exhibit B) shall constitute a material breach
of contract under which LACDA may immediately suspend or terminate this Agreement or,at its
discretion,procure or renew such insurance and pay any and all premiums in connection
therewith. All monies so paid by the LACDA shall be repaid by the Operating Agency to the
LACDA upon demand or the LACDA may offset the cost of the premiums against any monies
due to the Operating Agency from the LACDA.
19.INDEMNIFICATION. The Operating Agency agrees to indemnify,defend with counsel
approved in writing by LACDA, and hold County, LACDA, its elected and appointed officials,
officers,employees and agents harmless from any claims, demands, costs, expenses, claims, suits
or liability of any kind or nature, including but not limited to personal injury or property damage,
arising from or related to this Agreement, Operating Agency's receipt of the Program Funds
under this Agreement, including any claims that the Program Funds allocated by LACDA
through the CARES Act CRF under this Agreement were not used consistent with the
restrictions on the use of CARES Act CRF (42 U.S.C. § 801)and the regulations and guidance
issued by the Treasury regarding the use of such Program Funds. The provisions of this
Paragraph shall survive the termination of this Agreement.
20.DEFAULTS.
a.The occurrence of any of the following events or circumstances shall, following expiration of
any applicable notice and cure periods provided below, constitute an event of default by either
Party hereunder("Event of Default"), each of which are acknowledged by either Party to
constitute a material default under this Agreement:
i.The failure of the Operating Agency to perform any covenant or obligation hereunder,without
curing such failure shall be provided written notice by the LACDA specifying in reasonable
detail the Operating Agency's failure to perform any covenant or obligation. The Parties shall set
a meet and confer within three(3)business days' notice. Following the meeting and
conferencing of the Parties,the defaulting Party shall be provided five (5)days to cure such
default. These notice requirements and cure periods shall not apply to a termination described in
Paragraph 1;or to breaches of covenants or obligations otherwise set forth in this Agreement
where an express time period is otherwise provided.
ii.Operating Agency or any constituent member or partner,or majority shareholder,of Operating
Agency shall voluntarily (or is subject to involuntary action of a similar nature): (i)apply for or
consent to the appointment of a receiver,trustee, liquidator or custodian or the like of it or a
substantial portion of its property, (ii)fail to pay or admits in writing to the LACDA its inability
to pay its debts generally as they become due, (iii)make a general assignment for the benefit of
creditors, (iv)be adjudicated as bankrupt or insolvent or(v)commence a case under the federal
bankruptcy laws of the United States of America.
iii.Operating Agency shall cease the performance of its obligations under this Agreement for a
continuous period of more than five (5)days.
iv.Operating Agency is debarred from doing business with the County, State of California. or the
Federal government.
v.These notice requirements and cure periods shall not apply to any Event of Default described in
this Paragraph or to breaches of covenants or obligations otherwise set forth in this Agreement
where an express time period is otherwise provided.
b.Remedies for Event of Default. If an Event of Default specified above occurs,LACDA shall, at
its option,have the right to exercise one or more of the following rights, in addition to any other
rights available at law or equity:
i.Suspension of any disbursements of Program Funds to Operating Agency for any purpose; or
ii.Termination of this Agreement with ten(10)days written notice.
(1)If such Agreement is terminated, Operating Agency, at its sole cost, shall provide an audit and
accounting of all transactions and activities of Operating Agency under this Agreement and
delivery to LACDA of all files regarding the Program and this Agreement including all
documents and agreements.
(2)Operating Agency shall cooperate to facilitate the transition to a successor manager identified
by the LACDA, but Operating Agency shall not be obligated to incur any additional costs or
assume any legal liability or obligation in connection with such transition.
21.TERMINATION. The LACDA may terminate this Agreement at any time upon ten (10)days
prior written notice for any reason;provided,however, during this ten(10)day period Operating
Agency shall use its reasonable efforts to conclude any Program Funds that are in process,
complete any books and records relating to the services of Operating Agency relating to the
Program for this Agreement, and Operating Agency shall be entitled to any fees and
reimbursement to which it was and is entitled to during such ten(10)day period.
22.PROGRAM INTEGRITY. Operating Agency shall immediately report any suspected or
confirmed waste, fraud, or abuse of funds under this Agreement to the County Fraud Hotline.
Reportable activity includes but is not limited to: any material misrepresentation and/or
falsification of applicant or eligibility information to secure benefits/awards under this program;
any attempt to solicit or provide improper consideration, in any form, either directly or through
an intermediary,to any County or LACDA officer,public official, or agent to secure benefits,or
favorable treatment or advantage in obtaining such benefits; any action designed to improperly
influence any determination with respect to an award under this Agreement, or; information that
anyone with decision making responsibility under this Agreement has any financial interest in or
receives any benefit from it. Such reports shall be made to the County Fraud Hotline at(800)
544-6861 or online at http://fraud.lacounty.gov.
Improper consideration includes but is not limited to cash and equivalents,benefits or payments
under this agreement, discounts, services,travel or entertainment, or any other tangible gifts or
valuable consideration.
23.TERMINATION FOR IMPROPER CONSIDERATION (GRATUITIES). TheLACDA may,
by written notice to the Operating Agency, immediately terminate the right of the Operating
Agency to proceed under this Agreement if it is found that improper consideration, in any form,
was offered or given by the Operating Agency, either directly or through an intermediary,to any
County or LACDA officer, employee, or agent with the intent of securing the Agreement or
securing favorable treatment with respect to the award, amendment, or extension of the
Agreement or the making of any determinations with respect to the Operating Agency's
performance pursuant to the Agreement. In the event of such termination,the County shall be
entitled to pursue the same remedies against the Operating Agency as it could pursue in the event
of default by the Operating Agency.
The Operating Agency shall immediately report any attempt by the County officer or employee
to solicit such improper consideration. The Report shall be made to the Executive Director or
the County Auditor-Controller's Employee Fraud Hotline (800) 544-6861.
24.ATTORNEY FEES. In any action or proceeding to enforce or interpret any provision of this
Agreement, each Party shall bear its own attorney's fees,costs, and expenses.
25.ANTI-DISCRIMINATION.Operating Agency agrees that in accordance with applicable laws
no person shall, on the ground of race, sex,creed,color,religion, national origin,handicap,
sexual orientation, or age be excluded from participation in, be refused the benefits of, or
otherwise be subjected to discrimination in any activities,programs, or employment supported
by the Agreement.
26.SEVERABILITY. In the event that any provision herein contained is held to be invalid,void,
or illegal by any court of competent jurisdiction,the same shall be deemed severable from the
remainder of this Agreement and shall in no way affect, impair or invalidate any other provision
contained herein. If any such provision shall be deemed invalid due to its scope of breadth, such
provision shall be deemed valid to the extent of the scope of breadth permitted by law.
27.1NTERPRETATION. No provision of this Agreement shall be interpreted for or against
either Party because that Party or that Party's legal representative drafted such provision,but this
Contract is to be construed as if both Parties drafted it hereto.
28.FINANCIAL CLOSE OUT PERIOD. The Operating Agency agrees to complete all
necessary financial close-out procedures required by the County, within a period of not more
than thirty(30)calendar days from the expiration date of this Contract. This time period will be
referred to as the financial close out period. The LACDA is not liable to provide reimbursement
for any expenses or costs associated with this Contract after the expiration of the financial close
out period. LACDA may request a final financial audit for activities performed under this
Contract at the expiration of the financial close out period.
29.NOTICES AND APPROVALS.
All notices and approvals shall be directed to and made by the following representatives of the
Parties:
a.To the LACDA: Acting Executive Director
Attention: Emilio Salas
Los Angeles County Development Authority
700 West Main Street
Alhambra, California 91801
b.To the Operating Agency:
30.CHOICE OF LAW/VENUE. The Parties agree that the courts would apply California law in
disputes arising out of the Agreement, and the venue would be either the Los Angeles Superior
Court for state claims,that the U.S.District Court—Central District for federal claims, or actions
removed to federal court.
31.WAIVER. No waiver by the LACDA of any breach of any provision of this Agreement shall
constitute a waiver of any other breach or of such provision. Failure of the LACDA to enforce at
any time,or from time to time,any provision of this Agreement shall not be construed as a
waiver thereof. The rights and remedies set forth in this Paragraph shall not be exclusive and are
in addition to any other rights and remedies provided by law or under this Agreement.
32.BUSINESS ASSOCIATE AGREEMENT. The Operating Agency agrees to use 211 LA'S
system to report client data and will execute a Business Associate Agreement with 211 LA prior
to having access to the system.
33.ENTIRE AGREEMENT. This Agreement with attachments constitute the entire
understanding and agreement of the Parties.
34.COUNTERPARTS. This Agreement may be executed in counterpart originals, utilizing wet
and/or electronic signatures, each of which shall be deemed to constitute an original agreement,
and all of which shall constitute one agreement. The execution of one counterpart by any Party
shall have the same force and effect as if that Party had signed all other counterparts.
[Signatures on the Following Page]
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles
has caused this Contract to be subscribed by the Executive Director of the Los Angeles County
Development Authority, and the Operating Agency has subscribed the same through its
duly authorized officers,on the day, month and year first above written.
COUNTY OF LOS ANGELES City of Arcadia
Operating Agency
e zJason Digitally signed by Jason
1 Kruckeberg
By: Bv: Kruckeberg Date:2020.09.0909:54:44-07'00'
EMILIO SALAS,
Acting Executive Director Title:
Los Angeles County Development Authority
APPROVED AS TO FORM: APPROVED AS TO PROGRAM:
MARY C. WICKHAM EMILIO SALAS,
County Counsel Acting Executive Director
Los Angeles County Development Authority
By:—(---- / 2 By:
Deputy Director
Community & Economic Development Division
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SUBRECIPIENT AGREEMENT
BETWEEN
THE LOS ANGELES COUNTY DEVELOPMENT AUTHORITY
AND
City of Arcadia
FOR
LOS ANGELES COUNTY RENT RELIEF ASSISTANCE PROGRAM
CORONAVIRUS RELIEF FUNDS
