HomeMy WebLinkAboutC-4366 DocuSign Envelope ID:B02D9E65-995F-45DA-8521-53BEE7A6956C \\C -1)‘.0
Exhibit "A" C— o(c)
MEMORANDUM OF AGREEMENT
CITY HOMELESS PROGRAM MEMORANDUM OF AGREEMENT BETWEEN THE CITY
OF ARCADIA AND THE SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS
(SGVCOG)
This Memorandum of Agreement("MOA") is by and between the City of Arcadia (City) and the
San Gabriel Valley Council of Governments (SGVCOG)to be effective as of the date signed by
both Parties. The City and SGVCOG are hereinafter sometimes each referred to as "Party" and
collectively as "Parties."
RECITALS:
A. The SGVCOG was established to have a unified voice to maximize resources and advocate for
regional and member interests to improve the quality of life in the San Gabriel Valley by the
member cities and other local governmental agencies;
B. The SGVCOG entered into a contract with the County of Los Angeles for the purposes of
administering Measure H funding allocations in support of the County's Homeless Initiative (HI)
strategies to combat homelessness in the San Gabriel Valley;
C. The SGVCOG received funding from the State of California via the 2019 Budget Trailer bill
for the purposes of combating homelessness in the San Gabriel Valley;
D.The SGVCOG allocated a portion of this funding towards the implementation of member cities'
previously-developed homeless plans,the development of programs to prevent homelessness,and
the implementation of pilot programs;
E. The SGVCOG also allocated a portion of this funding to a landlord outreach and incentive
program in which cities could opt to participate and executed a contract with Union Station
Homeless Services and S. Groner Associates to implement the program;
F. The City seeks to develop homeless programs;
G. The City's homeless programs will support strategies and solutions to prevent and decrease
homelessness within the City, based on local concerns and priorities;
H. The City and the SGVCOG have a shared desire to successfully develop homeless programs,
as defined in the attached scope of work(Exhibit 1), to combat homelessness in the San Gabriel
Valley;
I. The City opted to participate in the SGVCOG's landlord outreach, education, and incentive
program; and
J. The City and the SGVCOG desire to set forth the terms of their ongoing collaboration with
respect to this effort in this MOA.
NOW, THEREFORE,the Parties agree to the following:
I. TERM:
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The term of this MOA shall commence upon execution of the MOA by all Parties and shall
continue through the date upon which all eligible expenditures have been reimbursed, or May 31,
2022, whichever occurs later. The term of this MOA may be extended by mutual agreement of
both Parties by way of an amendment to this MOA.
II. RESPONSIBILTIES OF EACH OF THE PARTIES:
A. SGVCOG
1. Undertake procurement,execute,and manage consultant and service provider contracts
as necessary for regional homeless programs.
2. Review and pay properly submitted invoices for regional homeless programs and
eligible City homeless program activities.
3. Manage and administer contracts and pay invoices for the following regional programs
in which the City is participating:
a. Landlord Outreach and Incentive Program.
4. Manage invoicing and reporting schedules and deadlines.
5. Review submitted deliverables and reports from the City and notify City as to any
additional that is required.
6. Coordinate participation in conference calls and/or meetings as necessary.
7. Review and approve procurement procedures for City's use of funds.
8. Hold monthly Homeless Working Group meetings with City's Project Manager to
support information sharing.
9. Provide payment to the City within 30 days of approval of a City's invoice.
10. Reimburse the City up to $310,000, as described in Exhibit 2.
11. Retain$70,000 from the City's allocation to administer the contract with Union Station
Homeless Services on behalf of the City to provide Housing Navigation services and
implement the City's prevention and diversion program through May 31, 2022. The
SGVCOG will work with the City to ensure that all services are received in compliance
with the Union Station Homeless Services Agreement and process invoices and provide
payment to Union Station Homeless Services.
B. City
1. Must maintain membership in the SGVCOG during the entire term of this MOA.
2. Participate in monthly Homeless Working Group meeting.
3. Provide any updated point-of-contact described in Section III.B to serve as the City's
Project Manager with name,title, and contact information.
4. Participate in scheduled conference calls and/or meetings throughout the term of this
MOA.
5. Manage the homeless programs and activities to be implemented by the City, as such
are described in Exhibit 1.
6. Respond to SGVCOG and/or contractor requests related to the City's programs in a
timely manner
7. Provide feedback and respond to SGVCOG and/or contractor requests for the City's
participation in regional programs, including the landlord outreach and incentive
program.
8. For participation in the Landlord Outreach and Incentive Program:
a. Respond to requests, provide data and information as requested, review
materials, and provide input to the SGVCOG and its selected vendor to support
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the implementation of the Regional Landlord Education, Outreach and
Incentive Program in the City.
9. Submit procurement procedures for City's use of funds under this MOA for approval
by the SGVCOG.
10. Procure and administer contracts funded by the SGVCOG in accordance with
SGVCOG-approved procurement procedures. Submit contracts or purchase orders
executed with third-party vendors to the SGVCOG for authorization prior to the
performance of work thereunder for which the City will be requesting reimbursement.
11. Submit rates for City staff time for SGVCOG approval prior to City staff performing
work for which the City will seek reimbursement.
12. Submit deliverables and reports to the SGVCOG in accordance with the schedule
included in Exhibit 2.
13. Submit invoices to the SGVCOG in accordance with the schedule included in Exhibit
2.
14. Reimburse the SGVCOG for expenditures that are determined to be not in compliance
with funding requirements.
III. PROJECT MANAGEMENT:
A. For purposes of this MOA, the SGVCOG designates the following individual as its
Project Manager:
Samantha Matthews
SGVCOG Management Analyst
1000 S. Fremont Ave,Unit 42
Bldg. A10-N, Suite 10210
Alhambra, CA 91803
626.457.1800
smatthews@sgvcog.org
B. For purposes of this MOA, the City of Arcadia designates the following individual as
its Project Manager:
Sara Somogyi
Director of Recreation and Community Services
375 Campus Drive
P.O. Box 60021
Arcadia, CA 91007
626.821.4369
ssomogyi@arcadiaca.gov
C. Additional Parties' contacts include the following individuals:
Marisa Creter
Executive Director
San Gabriel Valley Council of Governments
mcreter@sgvcog.org
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D. Either Party may change its Project Manager or contacts upon written notice to the other
Party.
IV. TERMINATION:
A. This MOA may be terminated by either Party at any time without cause.Termination
will occur 30 days after written notice is issued by a Party to the other Party's Project
Manager. The City shall stop work and not incur any additional expenses upon
receipt of or issuance of such notice, except that which is reasonable and necessary
to effectuate the termination. The City shall be entitled to reimbursement for eligible
expenses that are reasonably and necessarily incurred up to the date that such
termination is effective.
B. This MOA may be terminated for cause at any time for a material default by one of
the Parties upon written notice to the applicable Project Manager. In the event of
termination for cause, termination will be in effect three days after deposit of the
written notice in the U.S. Mail, postage pre-paid, unless otherwise stated at a later
time in the written notice.
V. INDEMNITY:
A. Neither the SGVCOG or its respective officers, employees, consultants or
volunteers (the "SGVCOG Indemnitees"), shall be responsible for any damage or
liability occurring by reason of anything done or committed to be done by the City
or its respective officers, agents, employees, or volunteers under or in connection
with the performance of this MOA.
B. Neither the City or its respective officers,employees,consultants or volunteers(the
"City Indemnitees"), shall be responsible for any damage or liability occurring
by reason of anything done or committed to be done by the SGVCOG or its
respective officers, agents, employees, or volunteers under or in connection
with the performance of this MOA
C. The City shall indemnify, defend and hold the SGVCOG Indemnitees harmless
from and against any liability, claims, losses, actions, and expenses, including
without limitation, defense costs,any costs or liability on account of bodily injury,
death or personal injury of any person or for damage to or loss of use of property,
any legal fees and any claims for damages of any nature whatsoever arising out of
or resulting from the City's obligations under this MOA, unless caused by the
negligence or willful misconduct of SGVCOG.
D. The SGVCOG shall indemnify, defend and hold the City Indemnitees harmless
from and against any liability, claims, losses, actions, and expenses, including
without limitation, defense costs,any costs or liability on account of bodily injury,
death or personal injury of any person or for damage to or loss of use of property,
any legal fees and any claims for damages of any nature whatsoever arising out of
or resulting from the SGVCOG's obligations under of this MOA, unless caused by
the negligence or willful misconduct of the City.
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VI. OTHER TERMS AND CONDITIONS:
A. In performing this MOA, neither the City nor SGVCOG is a contractor, agent or
employer of the other. Neither the City or SGVCOG shall represent themselves as
contractors,agents or employees of the other Party and shall have no powers to bind
the other Party in contract or otherwise.
B. This MOA, along with the applicable funding requirements of the SGVCOG's
agreement with the County of Los Angeles, constitute the entire understanding
between the Parties,with respect to the subject matter herein.The MOA shall not be
amended except in writing signed by the Parties.
C. Neither Party hereto shall be considered in default in the performance of its
obligations hereunder to the extent that the performance of any such obligation is
prevented or delayed by unforeseen causes including acts of God, floods,
earthquake, fires, acts of a public enemy, pandemic, and government acts beyond
the control and without fault or negligence of the affected Party. Each Party hereto
shall give notice promptly to the other of the nature and extent of any such
circumstances claimed to delay, hinder, or prevent performance of any obligations
under this MOA.
D. Neither Party shall assign this MOA, or any part thereof, without the prior written
consent and prior approval of the other Party, nor any assignment without consent
shall be void and unenforceable.
E. This Agreement shall be governed by California law and any applicable federal law.
F. If any provision of this MOA is held by a court of competent jurisdiction to be
invalid,void,or unenforceable,the remaining provisions shall nevertheless continue
in full force without being impaired or invalidated in any way.
G. The terms of this MOA shall inure to the benefit of,and shall be binding upon,each
of the Parties and their respective approved successors and assigns.
In witness whereof,the Parties enter into this MOA on the date of last execution by the
Parties.
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FOR THE CITY OF ARCADIA
By:
Dominic Lazzaretto
City Manager
Date: O(kc, Z.,, 73J2b
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ATTEST:
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Gene;Glasco
City Clerk
APPROVED AS TO FORM:
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Stephen Deitsch
City Attorney
FOR THE SAN GABRIEL VALLEY
COUNCIL OF GOVERNMENTS
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Marisa Creter
Executive Director
10/21/2020
Date:
APPROVED AS TO FORM:
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David DeBerry
General Counsel
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EXHIBIT 1
Scope of Work
Program: Homeless Plan Implementation
The City's Homeless Plan will be implemented in accordance with the tasks and deliverables listed
below.
Task 1
• Complete four homeless encampment clean-ups.Expenses include removal of large items,
bio-hazardous material, and other illegally dumped and encampment waste material.
Deliverables:
• Event summary report,including before and after photographs,for four encampment clean-
ups, in the format provided by the SGVCOG
Basis of Billing: Deliverables
Invoice Backup:
o Event Summary Reports
Task 2
• Utilize First Responder, Police Department outreach, Homeless Education and Liaison
Program (HELP),team and Fire Department to outreach to respond to calls in connection
with people experiencing homelessness with resources.
Deliverables:
• Quarterly report summarizing individuals served and services provided, in the format
provided by the SGVCOG
Basis of Billing: Deliverables
Invoice Backup:
o Quarterly Reports
o Staff time/budget supporting documentation
Task 3
• Provide emergency resources(i.e.emergency housing,meals,etc.)to homeless individuals
and families with whom the First Responder, Police Department, HELP team, Fire
Department, and other City staff connect. Emergency resources will be disbursed with the
purpose of providing short-term help to clients and connecting them with the City's
housing navigator obtain longer-term resources and housing.
Deliverables
• Quarterly report summarizing individuals/families served and services provided and
outcomes, in the format provided by the SGVCOG
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Basis of Billing: Expense Reimbursement
Invoice Backup: Invoices, receipts, etc. documenting how funding was used
Task 4
• The SGVCOG has executed a contract with Union Station Homeless Services(USHS)for
the purposes of providing housing navigation services for the City.The Housing Navigator
will work closely with the City's First Responder/Police Department/HELP Team and Fire
Department, administer the City's Prevention/Diversion Program, and work at the
Resource Hub/Mobile Showers. The City will participate in the Program by interfacing
with the assigned housing navigator,providing input, support, and direction as needed.
Deliverables
• None
Basis of Billing:None
• The SGVCOG will retain $70,000 of the City's Homeless Plan Implementation funding
for the purposes of a Housing Navigation Services contract. The City will receive monthly
reports on the services provided and clients assisted.
Task 5
• Administer the program funding
Deliverables:
• Quarterly Reports
Basis of Billing: Fixed Fee (5%of submitted invoice)
A quarterly report, in the format provided by the SGVCOG, must be submitted with each invoice
documenting each task,as indicated in the tasks above,any challenges experienced,and upcoming
work.
Invoices must include required back-up, including but not limited to deliverables completed,
invoices,receipts,and other documents showing how the funds being requested for reimbursement
were spent.
Projects must be completed by May 31, 2022.
Program: Prevention and Diversion
Task 1: Union Station Homeless Services and the City will implement a prevention and diversion
program that incorporates problem-solving conversations with clients in order to develop an
approach towards preventing clients from falling into homelessness or minimizing the amount of
time from which clients are facing homelessness.
Eligible activities include but are not limited to the following:
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• Housing relocation and stabilization;
• Short-term or medium-term rental assistance;
• Rental application fees;
• Security deposits;
• Utility deposits&payments;
• Moving costs;
• Housing search and placement;
• Housing navigation services;
• Mediation;
• Tenant legal services;
• Credit repair.
Other activities should be discussed with the SGVCOG prior to using funding.
Program implementers and administrators must have completed an approved problem-solving
training(e.g. SGVCOG Problem-Solving; LAHSA Problem-Solving Training).
Deliverables:
• Prevention and Diversion Program Report Forms for each client served and outcomes after
intervention, in the format provided by the SGVCOG. Quarterly report documenting the
number of clients served and outcomes after intervention, in the format provided by the
SGVCOG
• Final report at the end of the program documenting number of clients served and outcomes
after intervention, in the format provided by the SGVCOG
Basis of Billing: Materials Reimbursement
Invoice Backup: Invoices, receipts, etc. documenting how funding was used
Program: Pilot Program
The City's Pilot Program will be implemented in accordance with the tasks and deliverables listed
below.
Task
• Task 1.1: Coordinate with vendors or nonprofits to provide mobile restrooms and showers,
and laundry facilities/services
• Task 1.2: Purchase materials for resource hubs, including potential power and water hook
up for mobile facilities, light and prepared refreshments, and Personal Protective
Equipment(PPE)for staff and attendees
• Task 1.3: Provide staffing to coordinate and implement the resource hub
Deliverables
• Quarterly report summarizing the resource hub events, individuals served, and services
provided, in the format provided by the SGVCOG
Basis of Billing: Time and Materials
Invoice Backup:
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o Quarterly Reports
o Invoices, receipts, etc. documenting how funding was used
Projects must be completed by May 31,2021.
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EXHIBIT 2
Budget/Schedule
Table 1.Budget
SGVCOG- Staff Costs Direct Costs Provider Costs Unit Cost #of Units Total Completion
Retain for Arcadia
Homeless Plan Implementation
Task Description
Task l Encampment clean-ups $5,000.00 4 $ 20,000.00 5/31/2022
Task 2 First Responder,Police Department,HELP $40000 $ 40,000.00 5/31/2022
team,and Fire Department Outreach
Task 3 City emergency resources $ 50,000.00 $ 50,000.00 5/31/2022
Task 4 City-dedicated Housing Navigator $ 70,000.00 $ 70,000.00 5/31/2022
Task 5 Administration $ 6,500.00 $ 6,500.00 5/31/2022
Implementation Total $ 186,500.00 5/31/2022
Arcadia Subtotal S 116,500.00 5/31/2022
SGVCOG Subtotal $ 70,000.00 5/31/2022
Prevention/Diversion Program
Task 1 Program Implementation $ 1,500.00 $ 42,000.00 Prevention/Diversion Total $ 43,500.00
$ 30,00000 6/15/2021
$ 13,500.00 6/15/2022
Pilot Program
Task 1.1 Resource hub vendor rentals $ 120,000.00 $ 120,000.00 5/31/2021
Task 1.2 Materials $ 18,000.00 $ 18,000.00 5/31/2021
Task 1.3 Staffing $12,000.00 $ 12,000.00 5/31/2021
Pilot Program Total $ 150,000.00 5/31/2021
Contract Total $ 380,000.00
Arcadia Total $ 310,000.00
SGVCOG Total for Arcadia $ 70,000.00
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Program: Homeless Plan Implementation
The City shall receive a maximum of$116,500 for implementation of the City's Homeless Plan.
Funding shall be disbursed on a reimbursement basis and in accordance with Table 1. The City
shall allocate$70,000 to the SGVCOG's contract with Union Station Homeless Services to receive
Housing Navigation services.
Reports and invoices must be submitted quarterly by the first Monday of the month on the
following dates:
2021 2022
• February 7, 2021 • February 7, 2022
• May 3, 2021 • May 2, 2022
• August 2, 2021
• November 1, 2021
A final report and the final invoice must be submitted by June 15, 2022.
Program: Prevention and Diversion
The City shall receive a maximum of $43,500 for implementation of the Prevention/Diversion
Program. $30,000 of these funds is derived from Prevention/Diversion allocations, with $15,000
of this derived from the City of La Canada Flintridge's Prevention/Diversion Program allocation.
$13,500 of these funds is derived from the City's Homeless Plan Implementation allocation.
Funding shall be disbursed on a reimbursement basis and in accordance with Table 1.
Reports and invoices must be submitted quarterly by the first Monday of the month on the
following dates:
2021 2022
• February 7, 2021 • February 7, 2022
• May 3, 2021 • May 2, 2022
• August 2, 2021
• November 1, 2021
$30,000 of these funds must be expended by June 15, 2021. The remaining $13,500 must be
expended by June 15, 2022. The final report is due by June 15, 2022.
Program: Pilot Program
The City shall receive a maximum of$150,000 for implementation of the City's Pilot Program.
Funding shall be disbursed on a reimbursement basis and in accordance with Table 1.
Reports and invoices must be submitted quarterly by the first Monday of the month on the
following dates:
2021
• February 7, 2021
• May 3, 2021
A final report and the final invoice must be submitted by June 15, 2021.
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Exhibit "B"
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF ARCADIA AND THE CITY OF LA CANADA FLINTRIDGE
FOR THE MULTIJURISDIATIONAL SAN GABREIL VALLEY COUNCIL OF
GOVERNMENTS (SGVCOG) PREVENTION/DIVERSION PROGRAM GRANT
This Memorandum of Understanding ("MOU" or"Agreement") is made and entered
by and between the City of Arcadia, a municipal corporation ("Arcadia"), and the City La
Canada Flintridge, a municipal corporation ("La Canada Flintridge,") for the purpose of
improving the current response to homeless individuals, or individuals on the verge of
homelessness. Arcadia and La Canada Flintridge may be referred to herein collectively
as the "Parties" or individually as a "Party."
RECITALS:
A. Arcadia and La Canada Flintridge collaborated to qualify for the SGVCOG
Homeless Prevention/Diversion Program Grant.
B. Arcadia and La Canada Flintridge, have a shared desire to work together and
jointly coordinate activities to successfully implement a multijurisdictional
SGVCOG Homeless Prevention/Diversion Program Grant to combat the growing
homelessness issues in the San Gabriel Valley.
C. The SGVCOG Homeless Prevention/Diversion Program Grant will support
homeless diversion and prevention strategies within local communities, and
identify local problem areas or issues as they pertain to homelessness.
D. Arcadia and La Canada Flintridge were awarded a joint multijurisdictional
SGVCOG Homeless Prevention/Diversion Program Grant to provide homeless
outreach for homeless prevention/diversion in the amount of $30,000. Arcadia
and La Canada Flintridge will collaborate on the use of the funds; however, the
City with a greater need may use more than their share of the funds if there is a
demand and the other City approves.
E. Arcadia is the lead agency for the multijurisdictional award and as such is the
only signatory to the service agreement with Union Station Homeless Services
and the only signatory to the SGVCOG Homeless Prevention/Diversion Program
Grant.
F. Arcadia and La Canada Flintridge desire to set forth the terms of their ongoing
collaboration with respect to this effort in this MOU.
G. Representatives from Arcadia and La Canada Flintridge will work together in good
faith to resolve implementation issues, if any, in a timely manner as they arise.
NOW, THEREFORE, the Parties agree as follows:
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INCORPORATION OF RECITALS:
The Recitals set forth above are true and correct and are hereby incorporated
herein by reference.
II. TERM:
The term of this MOU shall commence upon execution of the MOU by the last
of the Parties and shall continue for a period of up to eight (8) months, or from
November 1, 2020 to June 15, 2021 or when the funds are expended, or
whichever comes first. The term of this MOU may be extended by mutual written
agreement of the Parties.
III. RESPONSIBILITIES OF THE PARTIES:
A. ARCADIA. Arcadia will:
1. Lead and solely execute a Memorandum of Understanding ("MOU")
with Union Station Homeless Services ("USHS") to implement
homeless outreach, Homeless Prevention/Diversion Programs in the
City of Arcadia and the City of La Canada Flintridge.
2. Lead and solely execute the Statement of Work ("SOW") with the
SGVCOG.
3. Work with the City of La Canada Flintridge by consensus and
approach decisions in a collaborative manner to implement the
objectives of the USHS MOU and the SGVCOG SOW.
4. Seek comment and agreement from the City of La Canada Flintridge
on all contracts, MOUs and SOWs related to this multijurisdictional
SGVCOG Homeless Prevention/Diversion Program Grant prior to
execution.
5. Coordinate with USHS, the SGVCOG and the City of La Canada
Flintridge, to manage funding and to process all payments received
by Arcadia from USHS related to the SGVCOG Homeless
Prevention/Diversion Program Grant.
6. Receive, review, and coordinate payment of all consultant invoices
received by Arcadia from USHS including invoices for payment of a
Housing Navigator ("Housing Navigator").
7. With respect to the City of Arcadia, monitor the Housing Navigator to
ensure all grant deadlines are met and overall work schedule is
adhered to.
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8. Participate in meetings with the City of La Canada Flintridge and
USHS to review progress toward this multijurisdictional SGVCOG
Homeless Prevention/Diversion Program Grant.
B. LA CANADA FLINTRIDGE La Canada Flintridge will:
1. Work collaboratively with the City of Arcadia and provide consensus
direction to carry out the goals regarding the SGVCOG SOW.
2. Participate in meetings with the City of Arcadia to review progress
toward the implementation of this multijurisdictional SGVCOG
Homeless Prevention/Diversion Program Grant.
3. With respect to both Cities of Arcadia and La Canada Flintridge,
document the number of potential participants for the SGVCOG
Homeless Prevention/Diversion Program Grant.
4. Collaborate with Arcadia for any necessary reports for the SGVCOG
Homeless Prevention/Diversion Program Grant incorporating both the
City of Arcadia and the City of La Canada Flintridge's combined
progress toward achieving the determined goal.
C. The Parties understand and agree that the sole source for their
obligations shall be SGVCOG Homeless Prevention/Diversion Program
Grant described herein. Neither the City of Arcadia nor the City of La
Canada Flintridge shall claim or demand from the other Party to pay any
additional funds other than the foregoing.
IV. PROJECT MANAGEMENT:
A. Project Managers.
1. For purposes of this MOU, Arcadia designates the following individual
as its Project Manager: Sara Somogyi, Director of Recreation and
Community Services.
2. For purposes of this MOU, La Canada Flintridge designates the
following individual as its Project Manager: Emily Stadnicki, Principal
Planner.
Either Party may change the designations set forth herein upon written notice to
the other Party.
V. DEFAULT: REMEDIES:
A. Default. A "Default" under this MOU is defined as any one or more of the
following: (i) failure of either Party to comply with the terms and conditions
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contained in this MOU; and/or (ii) failure of either Party to perform its
obligations set forth herein satisfactorily or to make sufficient progress
toward SGVCOG Homeless Prevention/Diversion Program Grant
Implementation.
B. Remedies. In the event of a Default by either Party, the non-defaulting
Party will provide a written notice of such Default and thirty (30) days to
cure the Default. In the event that the defaulting Party fails to cure the
Default, or commit to cure the Default and commence the same within
such 30-day period and to the satisfaction of the non-defaulting Party, the
non-defaulting Party may terminate this MOU. Such termination shall be
effective immediately. The remedies described herein are non-exclusive.
In the event of a Default by either Party, ARCADIA and LA CANADA
FLINTRIDGE shall have the right to seek any and all remedies available
at law or in equity.
VI. TERMINATION:
A. This MOU may be terminated by either Party at any time, with or without
cause, by providing written notice of termination to the other Party. Such
termination will be effective thirty (30) days after such notice is received.
VII. INDEMNIFICATION:
Arcadia agrees to defend, indemnify, and hold free and harmless La Canada
Flintridge, its elected and appointed boards, officials, officers, agents, employees,
members, and volunteers, at City of Arcadia's sole expense, from and against
any and all claims, actions, suits or other legal proceedings brought against La
Canada Flintridge, its elected and appointed boards, officials, officers, agents,
employees, members, and volunteers arising out of or relating to the acts or
omissions in connection with this Agreement.
La Canada Flintridge agrees to defend, indemnify, and hold free and harmless
Arcadia, its elected and appointed boards, officials, officers, agents, employees,
members, and volunteers, at City of Canada Flintridge's sole expense, from and
against any and all claims, actions, suits or other legal proceedings brought
against the Arcadia, its elected and appointed boards, officials, officers, agents,
employees, members, and volunteers arising out of or relating to the acts or
omissions in connection with this Agreement.
VIII. INSURANCE:
Arcadia and La Canada Flintridge shall maintain and keep in full force and effect
during the term of this MOU insurance or a program of self-insurance against
claims for injuries to persons or damages to property which may arise in
connection with Arcadia's or La Canada Flintridge performance of its obligations
hereunder.
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IX. OTHER TERMS AND CONDITIONS:
A. Entire Agreement. This Agreement constitutes the entire understanding
between the Parties with respect to the subject matter herein and supersedes
any and all other prior writings and oral negotiations. This Agreement may
be modified only in writing, and signed by the Parties in interest at the time
of such modification.
B. Governing Law. This Agreement shall be governed by and construed under
California law and any applicable federal law without giving effect to that body
of laws pertaining to conflict of laws. In the event of any legal action to enforce
or interpret this Agreement, the Parties hereto agree that the sole and
exclusive venue shall be a court of competent jurisdiction located in Los
Angeles County, California.
C. Attorneys' Fees. In the event that there is any litigation or other legal
proceeding between the Parties in connection with this Agreement, each
Party shall bear its own costs and expenses, including attorneys' fees.
D. Excusable Delays. Neither Party hereto shall be considered in default in the
performance of its obligations hereunder to the extent that the performance
of any such obligation is prevented or delayed by unforeseen causes
including acts of God, floods, earthquakes, fires, acts of a public enemy, and
government acts beyond the control and without fault or negligence of the
affected Party. Each Party hereto shall give notice promptly to the other of
the nature and extent of any such circumstances claimed to delay, hinder, or
prevent performance of any obligations under this Agreement.
E. Waiver. Waiver by any Party to this Agreement of any term, condition, or
covenant of this Agreement shall not constitute a waiver of any other term,
condition, or covenant. No waiver of any provision of this Agreement shall be
effective unless in writing and signed by a duly authorized representative of
the Party against whom enforcement of a waiver is sought.
F. Headings. The section headings contained in this Agreement are for
convenience and identification only and shall not be deemed to limit or define
the contents to which they relate.
G. Assignment. Neither Party may assign its interest in this Agreement, or any
part thereof, without the prior written consent of the other Party. Any
assignment without consent shall be void and unenforceable.
H. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way.
DocuSign Envelope ID:9C4C810C-BD8B-49C2-BDA9-EA21 FA9113B7
I. Authority to Execute. The person executing this Agreement on behalf of each
respective Party warrants that they are duly authorized to execute this
Agreement on behalf of each respective Party, and that by doing so the
Parties are formally bound to the provisions of this Agreement.
[SIGNATURES ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of the day and year first above written.
CITY OF ARCADIA CITY OF LA CANADA FLINTRIDGE
DocuSigned by:
Dominic Lazzarette ---) Mark R. Alexander
City Manager1City Manager
Date: b -o ., 3o I 7ADate: 10/21/2020
ATTEST: ATTEST:
,� DocuSigned by:
fG ficin is tith u h
04Auh4oA3rr400_
Ci y Clerk // City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
DocuSigned by:
t? ; ao.YituA, r. a
sne3rroro7oc4oD..
Stephen P. Deitsch Adrian R. Guerra
City Attorney City Attorney
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Exhibit "C"
AGREEMENT FOR PROFESSIONAL SERVICES
CONTRACT No. 100120ARCSP-02
This Agreement for the San Gabriel Valley Council of Governments Funding for the development and
implementation of a homeless prevention and diversion program (herein referred to as the"Agreement"), is
made and entered into this 20th day of October 2020, between the City of Arcadia and the City of La Canada
Flintridge,hereinafter referred to as the"Cities", and Union Station Homeless Services,a California non-profit
public benefit corporation organized under the laws of the State of California, hereinafter referred to as the
"Sub-Recipient", with the Cities and the Sub-Recipient collectively referred to as the "Parties", with
reference to the following:
RECITALS
WHEREAS, in response to the growing crisis of homelessness in Los Angeles County,the San Gabriel Valley
Council of Governments(SGVCOG)received funding for homeless programs from the California State Budget
and County of Los Angeles;and
WHEREAS,the SGVCOG identified regional homeless programs and developed a framework and approach
to distribute funding; and
WHEREAS, funding was allocated to cities to develop and implement a homeless prevention and diversion
program;and
WHEREAS, the Cities jointly applied, and was approved to receive the SGVCOG funding to implement a
homeless prevention and diversion program;and
WHEREAS, the Cities require professional services to develop and implement a homeless prevention and
diversion program that will have services targeting residents at-risk of becoming homeless or those that are
recently homeless; and the Sub-Recipient is qualified by virtue of its experience and facilities to execute the
homeless prevention and diversion program.
WHEREAS,the Cities desire to allocate to the Sub-Recipient a portion of the SGVCOG funding to enable the
Sub-Recipient to provide homeless prevention and diversion program services;and,
WHEREAS, the City of Arcadia shall be the main entity to administer the SGVCOG funding on behalf of the
Cities,
NOW, THEREFORE,the Cities and Sub-Recipient agree as follows:
I. SCOPE OF SERVICES
1. Service Area: The service areas shall extend throughout the municipalities of Arcadia and La
Canada Flintridge.
2. Statement of Work: Sub-Recipient shall perform all the services("Services")described in the
Statement of Work set forth as Exhibit "A" to this Agreement, a copy of which is attached
hereto and incorporated herein by reference.
II. BUDGET
The Cities agree to allocate Homeless Prevention and Diversion Program SGVCOG funding, which
originate from the State of California and County of Los Angeles, to reimburse the Sub-Recipient
subject to the conditions set forth in this Agreement.
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The Sub-Recipient shall comply with the Statement of Work set forth as Exhibit"A"to this Agreement
("to this Agreement, a copy of which is attached hereto and incorporated herein by reference.
III. TIME OF PERFORMANCE
The Services of the Sub-Recipient shall commence as of November 1, 2020 and shall continue until
the program completion date of June 15,2022.
The Parties hereto understand that Cities have authorized the performance of the Statement of Work
described in Exhibit"A"attached hereto, commencing on November 1, 2020. Sub-Recipient hereby
agrees to commence said Services as of that date and to complete said Services on or before June
15, 2022 in accordance with all the terms and provisions of this Agreement.
The total amount of compensation set forth in Section IV of this Agreement may be amended,modified
or supplemented by the Cities in their sole and absolute discretion to reflect such amount as Cities
deem necessary and appropriate, which determination shall be based on such factors as, but not
limited to, the amount of the SGVCOG funding available for the Cities to allocate for homeless
prevention and diversion program services.
IV. COMPENSATION AND METHOD OF PAYMENT
1. Partner agreement Between Cites: Cities will execute a partner agreement to define terms of
the procedural administration to collectively fund this Agreement. The partner agreement shall
be between the City of Arcadia and the City of La Canada Flintridge, and the Sub-Recipient
shall not be party to such agreement. Cities collectively agree that failure of the Cities to
execute the partner agreement shall not negatively impact the compensation terms outlined
in this Section IV of this Agreement.
2. Reimbursement of Sub-Recipient Cost: City of Arcadia shall reimburse Sub-Recipient for
allowable costs incurred under the scope of this Agreement which have not been paid for or
reimbursed in any other manner by any other Agency or private source of funding.
Subject to the conditions set forth in this Agreement, City of Arcadia will reimburse Sub-
Recipient a maximum of Thirty Thousand ($30,000) to support the scope of Services.
Payment of eligible expenses shall be made against the program budget specified in Exhibit
"B", attached hereto and by this reference incorporated herein ("Budget").
Disbursement of payment to Sub-Recipient shall be made by quarterly reimbursements,
contingent upon City of Arcadia's receipt of a Sub-Recipient's quarterly invoice. Invoice shall
include expenditure reports and "Audit Ready" supportive evidence of expenditures, in
accordance with Federal regulations.
Sub-Recipient will submit its quarterly invoice by the fifteen(15th)day of the quarter of in which
the Sub-Recipient provided the services. Within 30 days of receipt Sub-Recipient's invoice,
City of Arcadia will draw a warrant in favor of Sub-Recipient for approved expenditure
amounts. In the event that Sub-Recipient submits its quarterly invoice after the fifteenth(15th)
day of the quarter, City of Arcadia will provide payment within thirty(30)calendar days of the
submission date.
V. NOTICES
All notices, Certificates of Insurance, and other communications must be in writing and will be deemed
to have been duly given only if delivered personally or mailed(certified or registered, postage prepaid,
return receipt requested) to the Parties at the addresses that follow. Such notification and
communications will be deemed received when delivered if by personal delivery, or two (2) business
days from the date of mailing(postmark date)when delivered by U.S. Postal Service.
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CITIES:
City of Arcadia
Attn: Dominic Lazzaretto, City Manager
240 W. Huntington Drive
Arcadia, CA 91007
Telephone: (626)574-5401
Fax: (626)446-5729
Email: domlazz(carcadiaca.gov
City of La Canada Flintridge
Attn: Mark R.Alexander, City Manager
One Civic Center Drive
La Canada Flintridge, CA 91011
SUB-RECIPIENT:
Union Station Homeless Services
Attn:Anne Miskey, Chief Executive Officer
825 E. Orange Grove Blvd.
Pasadena, CA 91104
Telephone: (626)240-4550
Email: amiskey@unionstationhs.org
VI. GENERAL CONDITIONS
A. City Review: The Cities reserve the right to review and approve actions and decisions taken by
Sub-Recipient regarding operation of Homeless Prevention and Diversion Program Services for
compliance with all applicable regulations.
B. Sub-Recipient Status:
1. The Cities recognize Sub-Recipient as an independent non-profit organization and agree to
reasonably cooperate in protecting its image as a politically neutral organization.
2. Sub-Recipient shall act as an independent contractor in the performance of the services
provided for in this Agreement and shall furnish such services in Sub-Recipient's own
manner and method and in no respect shall Sub-Recipient be considered an agent or
employee of the Cities.
3. Sub-Recipient warrants and agrees that it is not a party listed on the General Service
Administration's List of Parties Excluded from Federal Procurement or Nonprocurement
Programs in accordance with Executive Orders 12549 and 12689, "Debarment and
Suspension." If the amount of this Agreement exceeds the small purchase threshold as
established by 41 U.S.C. 403(11) (currently $25,000), Sub-Recipient agrees to provide the
required certification regarding its exclusion status.
C. Indemnification: Sub-Recipient hereby agrees to the following:
1. Indemnification for Professional Services. Sub-Recipient will save harmless and indemnify
Cities and, at Cities' request, reimburse defense costs for Cities and all their officials,
officers, volunteers, employees and agents from and against any and all suits, actions, or
claims, of any character whatever, brought for, or on account of, any injuries, including
death or damages sustained by any person or property resulting or arising from any
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negligent or wrongful act, error or omission by Sub-Recipient or any of Sub-Recipient's
officials,officers,volunteers,employees and agents,in the performance of this Agreement.
2. Indemnification for other Damages. Sub-Recipient shall indemnify and hold Cities and their
officials, officers,volunteers, employees and agents harmless from and against any claim,
action, damages, costs (including, without limitation, attorney's fees), injuries, or liability,
arising out of this Agreement, or its performance. Should Cities be named in any suit, or
should any claim be brought against them by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance, Sub-Recipient will
defend Cities(at Cities' request and with counsel satisfactory to Cities)and will indemnify
Cities for any judgment rendered against them or any sums paid out in settlement or
otherwise.
a. For purposes of this section "Cities" include Cities' officers, officials, employees,
agents, and representatives.
b. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
c. Cities do not, and shall not, waive any rights against Sub-Recipient which it may have
by reason of the aforesaid hold-harmless Agreement because of the acceptance by
Cities or the deposit with Cities by Sub-Recipient, of any of the insurance policies
hereinafter described in this Agreement.
d. The aforesaid hold-harmless Agreement by Sub-Recipient shall apply to all damages
and claims for damages of every kind suffered, or alleged to have been suffered, by
reason of any of the aforesaid operations of Sub-Recipient, or any subcontractor of
Sub-Recipient, regardless of whether such insurance policies shall have been
determined to be applicable to any of such damages or claims for damages.
e. The provisions of this section do not apply to claims occurring as a result of the Cities'
sole negligence or willful acts or omissions.
D. Compliance with Laws and Assurances: Sub-Recipient hereby assures and certifies that it has
complied and will continue to comply with all applicable Federal,State,and local laws,ordinances,
regulations, policies, guidelines, and requirements as they relate to acceptance and use of funds
for this assisted program. This Agreement is subject to all such laws, ordinances, regulations,
policies, and guidelines.
Notwithstanding any other provision of this Agreement, Cities may elect not to make a particular
payment on account of this Agreement if:
1. Misrepresentation: Sub-Recipient,with or without knowledge, shall have made any
misrepresentation of a substantial and material nature with respect to any information
furnished to Cities.
2. Litigation: There is then pending litigation with respect to the performance by Sub-Recipient of
any of its duties or obligations hereunder which may jeopardize or adversely affect carrying
out its scope of services including any court action or proceeding involving the Federal
Bankruptcy Act.
3. Default: Sub-Recipient is in default under any provision of this Agreement.
4. Reduction in Funds: Cities' SGVCOG funding source is reduced.
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E. Disputes and Remedies: Claims, disputes, and other matters in question between the Parties
arising out of or relating to this Agreement or the breach thereof, must be resolved by the
following procedure:
1. Cities and Sub-Recipient will exercise their best efforts to resolve disputes through the
development of a consensus. A meeting may be requested by Cities or Sub-Recipient at
any time for the purpose of resolving a dispute. A determination by City Managers will be
made within two(2)weeks after a meeting to resolve the dispute;
2. If unresolved within thirty(30) days, then City Manager, or his designee, will make a final
determination;
3. Following the City Manager's final determination, the Parties may submit any unresolved
matters to non-binding mediation. The Parties may, but are not required to be, represented
by counsel in mediation;
4. If the Parties do not agree to mediation, or if mediation does not resolve the Parties'
dispute, the matter may be pursued in Los Angeles County Superior Court, or the United
States District Court, Central District of California, if federal jurisdiction exists.
5. The Parties' rights and remedies under this Agreement are in addition to any other rights
and remedies provided by law.
F. Non-Assignment: This Agreement is not assignable either in whole or in part by Sub-
Recipient without the written consent of Cities.
G. Termination of Agreement: The Cities may terminate this Agreement upon giving a
thirty(30) day advance written notice of such termination to Sub-Recipient. In that event,
the City Manager, or his designee, based upon work accomplished by Sub-Recipient prior
to notice of such termination,shall determine the amount of fees to be paid to Sub-Recipient
for such services based upon accepted accounting practices. This finding by the City
Manager, or his designee, shall be considered by the City Council and the Council's
determination shall be final and conclusive as to the amount of such fee.
H. Insurance: Sub-Recipient shall not commence work under this contract until Sub-Recipient
shall have obtained all insurance required by this Agreement and such insurance shall
have been approved by Cities as to form,amount and carrier, nor shall Sub-Recipient allow
any subcontractor of Sub-Recipient to commence work on any subcontract until all similar
insurance required of the subcontractor of Sub-Recipient shall have been so obtained and
approved.
1. COMPENSATION INSURANCE. Sub-Recipient shall take out and maintain, during
the life of this contract, Worker's Compensation Insurance for all of Sub-Recipient's
employees employed to perform the Services as described section 2 of the Agreement;
and, if any work is sublet, Sub-Recipient shall require the subcontractor of Sub-
Recipient similarly to provide Worker's Compensation Insurance for all of the latter's
employees, unless such employees are covered by the protection afforded by Sub-
Recipient. If any class of employees engaged in work under this Agreement is not
protected under any Workers'Compensation law, Sub-Recipient shall provide and shall
cause each subcontractor of Sub-Recipient to provide adequate insurance for the
protection of employees not otherwise protected. Sub-Recipient shall indemnify Cities
for any damage resulting to it from failure of either Sub-Recipient or any subcontractor
of Sub-Recipient to take out or maintain such insurance.
2. COMPREHENSIVE GENERAL LIABILITY, PROFESSIONAL LIABILITY,
COMPREHENSIVE AUTOMOBILE LIABILITY AND CONTRACTUAL GENERAL
LIABILITY INSURANCE. Sub-Recipient shall take out and maintain during the life of
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this contract comprehensive general liability, products/completed operations hazard,
comprehensive automobile liability and contractual general liability insurance and
shall protect Cities, their elective and appointive boards, officers, agents and
employees, Sub-Recipient, and any subcontractor of Sub-Recipient performing work
covered by this contract, from claims for damage for personal injury, including death,
as well as from claims for property damage which may arise from Sub-Recipient or
any subcontractor of Sub-Recipient's operations under this contract, whether such
operations be by Sub-Recipient or by any subcontractor of Sub-Recipient, or by
anyone directly or indirectly employed by either Sub-Recipient or any subcontractor of
Sub-Recipient, and the amounts of such insurance shall be as follows:
a. Commercial General Liability Insurance in an amount of not less than ONE
MILLION DOLLARS($1,000,000);
b. Professional Liability Insurance in an amount of not less than ONE MILLION
DOLLARS($1,000,000);
c. Comprehensive Automobile Liability Insurance in an amount of not less amount
of not less than ONE MILLION DOLLARS($1,000,000).
A combined single limit policy with aggregate limits in an amount of not less than
TWO MILLION DOLLARS($2,000,000)shall be considered equivalent to the said
required minimum limits set forth in subsections(i),(ii), and (iii)above.
PROOF OF INSURANCE. The insurance required by this Agreement shall be with insurers
which are A.M. Best A rating not less than A:VII, and California-Admitted, or better. The
Cities, their officials, officers, volunteers, employees and agents shall be named as
"additional insured" on all policies required hereunder, except for Professional Liability
Insurance,and Sub-Recipient shall furnish the Cities'Clerk,concurrently with the execution
hereof, with satisfactory proof of carriage of the insurance required, and adequate legal
assurance that each carrier will give Cities at least thirty (30) days' prior notice of the
cancellation of any policy during the effective period of the contract.
ADDITIONAL INSURSED STATUS. The Cities, their directors, officials, officers,
employees, agents and volunteers shall be provided additional insured status under Sub-
Recipient's General Liability policy with respect to liability for bodily injury, property
damage, personal injury,or advertising injury cause in whole or in part, by Sub-Recipient's
acts or omissions or the acts or omissions of those acting on behalf of the Sub-Recipient
in performance of its Services.
NOTICE TO COMMENCE WORK. The Cities will not issue any notice authorizing Sub-
Recipient or any subcontractor to commence work under this Agreement until Sub-
Recipient has provided to the Cities' Clerk the proof of insurance as required by
subparagraph (C)of this article.
Amendments; Variations: The Cities or Sub-Recipient may amend this Agreement at any time
provided that such amendments make specific reference to this Agreement, and are executed in
writing, signed by a duly authorized representative of both organizations, and approved by the
Cities' governing body. Such amendments shall not invalidate this Agreement, nor relieve or
release the Cities or Sub-Recipient from their obligations under this Agreement.
The Cities may, in their discretion, amend this Agreement to conform with Federal, State, or local
governmental guidelines, policies, and available funding amounts, budget modifications or for
other reasons. If such amendments result in a change in the funding, scope of services, or
schedule of the activities to be undertaken as part of this Agreement, such modifications will be
incorporated only by written amendment signed by both Cities and Sub-Recipient.
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The City Manager of Arcadia, or designee, is authorized to modify the budget of this Agreement
in the form of a written amendment or written document hereto for the movement of funds within
the budget categories identified in Exhibit"B"on behalf of the Cities,when such modifications:
1. Do not alter the total amount of compensation under this Agreement;
2. Will not change the project goals or scope of services;and
3. Are in the best interests of the Cities, the SGVCOG and the Sub-Recipient in performing the
scope of services under this Agreement.
J. Changes in Grant Allocation: Cities reserve the right to reduce the grant allocation when Cities'
fiscal monitoring indicates that Sub-Recipient's rate of expenditure will result in unspent funds at
the end of the Agreement term. Changes in the grant allocation will be done only after prior
consultation with the Sub-Recipient, and such changes shall be incorporated into this Agreement
by written amendments.
K. Program Monitoring: The Cities will conduct periodic program monitoring reviews. These reviews
will focus on the extent to which the planned program has been implemented and measurable
objectives achieved, effectiveness of program management, and impact of the program.
Authorized representatives of Cities and SGVCOG shall have the right of access to all activities
and facilities operated by the Sub-Recipient under this Agreement. Facilities include all files,
records, and other documents related to the performance of this Agreement. Activities include
attendance at staff, board of directors, advisory committee, and advisory board meetings and
inspection by Cities' and SGVCOG representatives, and ensure that its employees and board
members furnish such information, as in the judgment of Cities and SGVCOG, may be relevant
to the question of compliance with contractual conditions and SGVCOG directives, or the
effectiveness, legality,and achievements of the program.
VII. ADMINISTRATIVE REQUIREMENTS
A. Financial Management
1. Accounting Standards: The Sub-Recipient agrees to comply with Title 2 U.S. Code of
Federal Regulations(CFR)Part 200, Uniform Administrative Requirements, Cost Principles
and Audit Requirements for Federal Awards, and agrees to adhere to the accounting
principles and procedures required therein, utilize adequate internal controls, and maintain
necessary source documentation for all costs incurred.
2. Cost Principles: The Sub-Recipient shall administer its program in conformance with Title
2 U.S. Code of Federal Regulations(CFR)Part 200, Uniform Administrative Requirements,
Cost Principles and Audit Requirements for Federal Awards." These principles shall be
applied for all costs whether charged on a direct or indirect basis.
3. Joint Funding: For programs in which there are sources of funds in addition to SGVCOG
funds, the Sub-Recipient shall provide proof of such funding. The Cities shall not pay for
any services provided by the Sub-Recipient which are funded by other sources. All
restrictions and/or requirements provided in this Agreement relative to accounting,
budgeting, and reporting applies to the total program regardless of funding sources.
B. Documentation&Record Keeping
1. Records to be Maintained: Sub-Recipient shall maintain all records required by the Federal
Regulations specified in 24 CFR Part 570.506, that are pertinent to the activities to be
funded under this Agreement. Such records shall include, but not be limited to:
a. Records providing a full description of each activity undertaken;
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b. Records demonstrating that each activity undertaken meets the requirements of;
c. Records required to determine the eligibility of activities;
d. Financial records as required by 24 CFR Part 570.502, and 2 U.S. Code of Federal
Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles
and Audit Requirements for Federal Awards(2 CFR 200.333-337);and
e. Other records necessary to document compliance with Subpart K of 24 CFR 570.
2. Records Retention: Sub-Recipient shall maintain all records required by the Federal
regulations specified in 24 CFR, Part 570.506, that are pertinent to the activities funded
under this Agreement, and as further described in Exhibit"A."
Financial records,supporting documents,statistical records,and all other records pertaining
to the use of the funds provided under this Agreement shall be retained by the Sub-Recipient
for a period of five(5)years, at a minimum,and in the event of litigation, claim,or audit,the
records shall be retained until all litigation, claims, and audit findings involving the records
have been fully resolved. Records for non-expendable property acquired with funds
provided under this Agreement shall be retained for three(3)years after the final disposition
of such property.
3. Reversion of Assets: Upon the expiration or termination of this Agreement,for any reason
whatsoever, Sub-Recipient shall forthwith transfer to Cities, any funds on hand at the time
of such expiration or termination and any accounts receivable attributable to the use of funds
including,without limitation, program income.
4. Close Outs: Sub-Recipient 's obligation to the Cities shall not end until all close-out
requirements are completed. Activities during this close-out period shall include,but are not
limited to: making final payments, disposing of program assets(including the return of all
unused materials, equipment, unspent cash advances, program income balances, and
accounts receivable to Cities), and determining the custodianship of records.
5. Audits: Sub-Recipient is required to arrange for an independent financial and compliance
audit annually for each fiscal year funds are received under this Contract. Audits must be
in compliance with Single Audit Act Amendments of 1996 and Title 2 U.S. Code of Federal
Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles and
Audit Requirements for Federal Awards. An audit may be conducted by Federal, State, or
local funding source agencies as part of the Cities'audit responsibilities. The results of the
independent audit must be submitted to the Cities within thirty (30) days of completion.
Within thirty(30)days of the submittal of the audit report,the Sub-Recipient shall provide a
written response to all conditions of findings reported in the audit report. The response must
examine each condition or finding and explain a proposed resolution, including a schedule
for correcting any deficiency. All conditions or finding correction actions shall take place
within six (6) months after receipt of the audit report. Cities and their authorized
representatives shall at all times, have access for the purpose of audit or inspection,to any
and all books, documents, papers, records, property, and premises of the Sub-Recipient.
The Sub-Recipient s staff will cooperate fully with authorized auditors when they conduct
audits and examinations of the Sub-Recipient's program. If indications of misappropriation
or misapplication of the funds of this Contract cause Cities to require a special audit, the
cost of the audit will be encumbered and deducted from this Contract budget. Should Cities
subsequently determine that the special audit was not warranted, the amount encumbered
will be restored to the Contract budget. Should the special audit confirm misappropriation
or misapplication of funds, the Sub-Recipient shall reimburse Cities the amount of
misappropriate or misapplication. In the event Cities use the judicial system to recover
misappropriated or misapplied funds, the Sub-Recipient shall reimburse Cities' legal fees
and court costs in addition to awards.
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C. Reporting
1. Program Reporting: The Sub-Recipient agrees to prepare and submit to the City Manager
quarterly program progress/activity reports, evaluations, and other reports as required by
the SGVCOG or Cities. The Sub-Recipient shall maintain such property, personnel,
financial, and other records and accounts as are considered necessary by SGVCOG or
Cities to assure proper accounting for all Contract funds,as specified in Exhibit"A." All the
Sub-Recipient's records,with the exception of confidential client information, shall be made
available to representatives of Cities and the appropriate agencies. Sub-Recipient is
required to submit data necessary to complete the Housing Element Annual Performance
Report in accordance with State regulations in the format and at the time designated by the
Cities.
D. Procurement
1. Administrative Standards: The Sub-Recipient shall procure all materials,property,or services
in accordance with the requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part
200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for
Federal Awards(2 CFR 200.67, and 2 CFR 200.318-326).
2. Purchase and Invoice Deadlines: Purchase of equipment or property must be completed
before the last three(3)months of the initial performance period and all equipment bills are
to be paid before the last two(2)months of this period. No expendable or non-expendable
property or equipment is to be purchased during the final three (3) months of the initial
performance period unless approved by Cities in writing. Invoices for all obligations incurred
under this Contract must be submitted to City Manager within sixty(60)days after the initial
performance period termination date or they may not be honored. Exceptions to the
preceding limitations require prior written approval by the Cities.
3. Non-Expendable Property: A record shall be maintained by Sub-Recipient for each item of
non-expendable property acquired for this program. This record shall be provided to Cities
as well as being available for inspection and audit upon reasonable notice by the Cities at
the request of the Cities. Non-expendable property means tangible personal property
having a useful life of more than one (1) year and an acquisition cost of Three Thousand
Dollars ($3000.00) or more per unit. The Sub-Recipient shall not purchase or agree to
purchase non-expendable property without the prior written approval from the Cities. Upon
completion or early termination of this Agreement,Cities reserves the right to determine the
final disposition of the non-expendable property acquired for this program and SGVCOG
funds in compliance with applicable laws and regulations. The disposition may include, but
is not limited to, Cities taking possession of the non-expendable property.
4. Expendable Personal Property: Expendable personal property refers to all tangible
personal property other than non-expendable personal property. The Sub-Recipient shall
not purchase or agree to purchase expendable personal property with a unit value of Three
Thousand Dollars($3000.00)or more per unit without the prior written approval of the Cities.
5. Purchase or Lease of Non-Expendable Property or Equipment: Sub-Recipient shall
purchase or lease from the lowest responsive and responsible bidder. All equipment that
has a purchase or lease price of Three Thousand Dollars($3000.00) in unit value and life
expectancy of more than one(1)year shall be properly identified and inventoried and shall
be charged at its actual price. This inventory shall be provided to Cities as well as being
available for inspection and audit upon reasonable notice by the Cities at the request of
Cities.
6. Travel and Conference Restrictions: The Sub-Recipient certifies and agrees that prior
approval for travel and conference expenses will be obtained from the City of Arcadia's City
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Manager for travel outside of Los Angeles County. These expenses must be specifically
provided for in Exhibit"A" hereto.
7. Procurement and Construction Contracts: All procurement and construction contracts shall
comply with all relevant portions of OMB Circular A-110, including, but not limited to, the
provisions required by Appendix A of OMB Circular A-110 as described below:
a. Provisions or conditions that allow for administrative, contractual, or legal remedies
for breach of contract, and sanctions and penalties for the breach; this condition
applies only to procurement contracts in excess of the small purchase threshold fixed
at 41 U.S.C.403(11)(currently$25,000);
b. Provisions for termination for cause and for convenience by Sub-Recipient, the
manner that such termination will be effected, and the basis for settlement; this
condition applies only to procurement contracts in excess of the small purchase
threshold fixed at 41 U.S.C.403(11)(currently$25,000);
c. Provisions requiring compliance with Executive Order 11246, entitled "Equal
Employment Opportunity" as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity" and as
supplemented in Department of Labor Regulations (41 CFR Part 60). (This Order
provides, in part, that no person shall be discriminated against on the basis of race,
color, religion, sex, or national origin in all phases of employment during the
performance of federally assisted construction contracts);
d. Provisions evidencing compliance with the Copeland "Anti-Kickback"Act(18 U.S.C.
74 as supplemented in Department of Labor regulations 29 CFR Part 3). (This Act
makes it a criminal offense for any person to induce,by any manner whatsoever,any
person employed in the construction, prosecution,completion,or repair of any public
building,public work,or building or work financed in whole or in part by loans or grants
from the United States,to give up any part of the compensation to which he is entitled
under his contract of employment.); this condition is required of all contracts and
subgrants in excess of two thousand dollars($2,000)for construction or repair.
e. Provisions evidencing compliance with the Davis-Bacon Act(40 U.S.C.276 a to a-7)
as supplemented by Department of Labor regulations 29 CFR Part 6, (this Act
requires provisions regarding minimum wages, fringe benefits, payments with
deductions or rebates,withholding funds from contractors to ensure compliance with
the wage provision,and termination of the contract or debarment for failure to adhere
to the required priority); this condition is required only for construction contracts in
excess of two thousand dollars($2,000);
f. Notice of any Cities' requirements and regulations pertaining to reporting copyrights
in accordance with 29 CFR 8534; and patents in accordance with 37 CFR Part 401;
g. Access by Sub-Recipient, the Cities, the SGVCOG grantor agency, the Comptroller
General of the United States, or documents, papers, and records of the contractor
which are directly pertinent to that specific contract for the purpose of making audit,
examination, excerpts, and transcriptions;
h. Provisions requiring retention of all required records for five years after Cities makes
final payments and all other pending matters are closed;
i. For contracts in excess of one hundred thousand dollars ($100,000), provisions
requiring compliance with all applicable standards, orders, or requirements of the
Clear Air Act(42 U.S.C. 7401 et.seq.and the Federal Water Pollution Control Act as
amended (33 U.S.C. 1251 et. seq.); and provisions requiring that violations of the
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Clean Air Act and the Federal Water Pollution Control Act be reported to the Federal
grant awarding agency and the Regional Office of the U.S. Environmental Protection
Agency(EPA);
j. Mandatory standards and policies relating to energy efficiency which are contained in
the State Energy Conservation Plan issued in compliance with the Energy Police and
Conservation Act(P.L. 94-163).
k. Where applicable, all contracts in excess of$2,000 for construction contracts and in
excess of$25,000 for other contracts that involve the employment of mechanics or
laborers shall include a provision for compliance with Sections 102 and 107 of the
Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333). as
supplemented by Department of Labor regulations(29 CFR part 5).
I. Contracts or agreements for the performance of experimental, development, or
research work shall provide for the rights of the Federal Government and the recipient
in a resulting invention in accordance with 37 CFR part 401, "Rights to Inventions
Made by Nonprofit Organizations and Small Business Firms Under Government
Grants, Contracts and Cooperative Agreements."
m. Contractors who apply or bid for an award of$100,000 or more shall file the required
certification in compliance with 31 U.S.C. 1352, "Byrd Anti-Lobbying Amendment."
n. No contract shall be made to Parties listed on the General Services Administration's
List of Parties Excluded from Federal Procurement or Nonprocurement Programs in
accordance with Executive Orders 12549 and 12689, "Debarment and Suspension."
Contractors with awards in excess of the small purchase threshold shall provide the
required certification regarding exclusion status.
VIII. PERSONNEL AND PARTICIPANT CONDITIONS
A. Equal Employment Opportunities Practices: Sub-Recipient shall make every effort to ensure that
all projects funded wholly or in part by SGVCOG funds shall provide equal employment and career
advancement opportunities for minorities and women. In addition,Sub-Recipient shall make every
effort to employ residents of the area and shall keep a record of the positions that have been
created directly or as a result of this program.
1. Provision of Program Services
a. Sub-Recipient shall not on the ground of race, color, religion, national origin, sex,
handicap or familial status exclude any person from participation in,deny any person
the benefits of, or subject any person to discrimination under any program or activity
funded in whole or in part with SGVCOG funds.
b. Sub-Recipient shall not under any program or activity funded in whole or in part with
SGVCOG funds,on the ground of race, color, religion, national origin, sex, handicap
or familial status:
(1) Deny any facilities, services,financial aid or other benefits provided under the
program or activity.
(2) Provide any facilities,services,financial aid or other benefits which are different
or are provided in a different form from that provided to others under the
program or activity.
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(3) Subject a client to segregated or separate treatment in any facility in,or in any
manner of process related to receipt of any service or benefit under the
program or activity.
(4) Restrict in any way access to,or in the enjoyment of any advantage or privilege
enjoyed by others in connection with facilities, services, financial aid, or other
benefits under the program or activity.
(5) Treat an individual differently from others in determining whether the individual
satisfies any admission, enrollment, eligibility, membership, or other
requirement or condition which the individual must meet in order to be provided
any facilities, services, or other benefit provided under the program or activity.
(6) Deny a client an opportunity to participate in a program or activity as an
employee.
c. Sub-Recipient may not utilize criteria or methods of administration which have the
effect of subjecting individuals to discrimination on the basis of race, color, religion,
national origin, sex, handicap, or familial status or have the effect of defeating or
substantially impairing accomplishment of the objectives of the program or activity for
individuals of a particular race,color, religion,national origin,sex,handicap or familial
status.
d. Sub-Recipient, in determining the site or location of housing or facilities provided in
whole or in part with SGVCOG funds,may not make selections of such site or location
which have the effect of excluding individuals from, denying them the benefits of, or
subjecting them to discrimination on the grounds of race, color, religion, national
origin, sex, handicap, or familial status or which have the purpose or effect of
defeating or substantially impairing the accomplishment of the objectives of the Civil
Rights Act of 1964 and amendments thereto.
e. (1) In administering a program or activity funded in whole or in part with SGVCOG
funds regarding which Sub-Recipient has previously discriminated against
persons on the grounds of race, color, religion, national origin, sex, handicap,
or familial status, Sub-Recipient must take affirmative action to overcome the
effects of prior discrimination.
(2) Even in the absence of such prior discrimination, Sub-Recipient, in
administering a program or activity funded in whole or in part with SGVCOG
funds, should take affirmative action to overcome the effects of conditions
which would otherwise result in limiting participation by persons of a particular
race, color, religion, national origin, sex, handicap, or familial status. Where
previous discriminatory practice or usage tends, on the grounds of race,color,
national origin, sex, handicap, or familial status, to exclude individuals from
participation in,to deny them the benefits of,or to subject them to discrimination
under any program or activity to which SGVCOG funding applies, Sub-
Recipient has an obligation to take reasonable action to remove or overcome
the consequences of the prior discriminatory practice or usage, and to
accomplish the purpose of the Civil Rights Act of 1964.
(3) Sub-Recipient shall not be prohibited by this part from taking any eligible action
to ameliorate an imbalance in services or facilities provided to any geographic
area or specific group of persons within its jurisdiction where the purpose of
such action is to overcome prior discriminatory practice or usage.
f. Notwithstanding anything to the contrary in the provisions under Section
VIII.A.(1)(b)(1)-(5), nothing contained herein shall be construed to prohibit the Sub-
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Recipient from maintaining or constructing separate living facilities or rest room
facilities for the different sexes. Furthermore, selectivity on the basis of sex is not
prohibited when institutional or custodial services can properly be performed only by
a member of the same sex as the recipients of the services.
2. Employment Discrimination
a. Sub-Recipient shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, age, handicap, or
familial status. Sub-Recipient shall take affirmative action to ensure that applicants
are employed,and that employees are treated,during employment,without regard to
their race,color, religion, sex, national origin, age, handicap,or familial status. Such
action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer,recruitment or recruitment advertising,layoff or termination,rate
of pay or other forms of compensation and selection for training including
apprenticeship. Sub-Recipient agrees to post in conspicuous place available to
employees and applicants for employment, notices setting forth the provisions of this
non-discrimination clause.
b. Sub-Recipient shall, in all solicitations or advertisements for employees placed by or
on behalf of the Sub-Recipient, state that all qualified applicants will receive
consideration for employment without regards to race, color, religion, sex, national
origin, age, handicap, or familial status.
c. Sub-Recipient shall send to each labor union or representative of workers with which
it has a collective bargaining agreement or other contract or understanding, a notice
to be provided by Cites' contracting officers advising the labor union or workers'
representative of the Sub-Recipient's commitments under Section 202 of Executive
Order No. 11246 of September 24, 1965, and shall post copies of the notices in
conspicuous places available to employees and applicants for employment.
d. Sub-Recipient shall comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
e. Sub-Recipient shall furnish to the Cities all information and reports required by
Executive Order No. 11246 of September 24, 1965, and by the related rules,
regulations, and orders.
f. In the event of Sub-Recipient's failure to comply with any rules, regulations,or orders
required to be complied with pursuant to this Agreement, the Cities may cancel,
terminate,or suspend in whole or in part its performance and the Sub-Recipient may
be declared ineligible for further government contracts in accordance with procedures
authorized in Executive Order No. 11246 of September 24, 1965, and such other
sanctions as may be imposed and remedies invoked as provided in Executive Order
No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of
Labor, or as otherwise provided by law.
g. Sub-Recipient shall include the provisions of the "Equal Employment Opportunities
Practices," Section VIIIA. and all relevant subsections, in every sub-contract or
purchase order unless exempted by rules, regulations, or order of the Secretary of
Labor issued pursuant to Section 204 of Executive Order No. 11246 of September
24, 1965,so that such provisions will be binding upon each sub-contractor or vendor.
Sub-Recipient shall take such action for any sub-contract or purchase order as the
Cities may direct as a means of enforcing such provisions including sanctions for non-
compliance; provided, however, that, in the event the Sub-Recipient becomes
involved in,or is threatened with, litigation with a sub-contractor or vendor as a result
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of such direction by the Cities, the Sub-Recipient may request the United States to
enter into such litigation to protect the interests of the United States.
h. Sub-Recipient shall not discriminate on the basis of age in violation of any provision
of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or regarding any
otherwise qualified handicapped individual as provided in Section 504 of the
Rehabilitation Act of 1973(29 U.S.C. 794).
i. Sub-Recipient shall also provide ready access to and use of all SGVCOG funded
assisted buildings to physically handicapped persons in compliance with the
standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et
seq.)and the Americans with Disabilities Act(42 U.S.C.§12101 et. seq.).
(1) Remedies: In the event of Sub-Recipient's failure to comply with any rules,
regulations,or orders required to be complied with pursuant to this Agreement,
the Cities may cancel,terminate,or suspend in whole or in part its performance
and Sub-Recipient may be declared ineligible for further Government contracts
and any such other sanctions as may be imposed and remedies invoked as
provided by law.
B. Personnel Policies: Cities may review Sub-Recipient's personnel policies and may make available
to Sub-Recipient personnel policies developed by Cities. Cities' personnel policies are optional
with Sub-Recipient, unless(a)at the time of negotiations of this Agreement, Cities mandate Sub-
Recipient to use the Cities-developed personnel policies, in which case the requirement is
attached hereto under special provisions, or (b) Cities verify personnel management problems
during the program year, in which instance the Cities' Manager may require use of the Cities-
developed personnel practices, including use of Cities' Personnel Policies Manual, as a condition
of continued funding of future contract awards. Personnel policies include, but are not limited to,
staff size and levels, salaries, supervisory-subordinate ratios, consultant fees,fringe benefits and
other related matters.
C. Nepotism: Sub-Recipient hereby agrees not to hire or permit the hiring of any person to fill a
position funded through this Agreement if a member of that person's immediate family is employed
in an administrative capacity by Sub-Recipient. For the purposes of this section, the term
"immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-
law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew,
stepparent and stepchild. The term "administrative capacity" means having selection, hiring,
supervisory or management responsibilities including serving on the governing body of Sub-
Recipient.
D. Outside Employment: In its written personnel policies, Sub-Recipient shall include the following
provisions governing outside employment of its employees:
1. Such employment shall not interfere with the efficient performance of the employee's
duties in the implementation of this Agreement.
2. Such employment shall not involve a conflict of interest or an appearance of impropriety
with the employee's duties in the implementation of this Agreement.
3. Such employment shall not involve the performance of duties which the employee should
perform as part of his or her employment in the implementation of this Agreement; and
4. Such employment shall not occur during the employee's regular or assigned working
hours in the implementation of this Agreement, unless,during the entire day on which such
employment occurs,the employee is on vacation,compensatory leave or leave without pay.
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5. Sub-Recipient shall establish effective procedures to enforce these provisions and must
provide specific procedures regarding outside employment of its full-time personnel whose
duties are not readily confined to a standard work-day or work-week. This personnel
includes, but is not limited to, Executive Directors, neighborhood workers and other
employees whose responsibilities may require them to be available for duty during evenings
or on weekends.
E. Conduct
1. Subcontracts
a. Approvals: The Sub-Recipient shall not enter into any subcontracts with any agency
or individual in the performance of this contract without the written consent of the
Cities, prior to the execution of such agreement.
b. Monitoring: Sub-Recipient will monitor all subcontracted services on a regular basis
to assure contract compliance. Results of monitoring efforts shall be summarized in
written reports and supported with documented evidence of follow-up actions taken
to correct areas of non-compliance.
c. Content: Sub-Recipient shall cause all of the provisions of this contract,in its entirety,
to be included in and made a part of any subcontract executed in the performance of
this Agreement.
d. Selection Process: Sub-Recipient shall undertake to ensure that all subcontracts let
in the performance of this AGREEMENT shall be awarded on a fair and open
competition basis. Executed copies of all subcontracts shall be forwarded to the
Cities along with documentation concerning the selection process.
2. Conflict of Interest: Sub-Recipient agrees to abide by the provisions of 24 CFR, Part
570.611 regarding conflicts of interest. Sub-Recipient certifies that no member, officer, or
employee of the Sub-Recipient is an officer or employee of the
Cities,or a member of any of their boards,commissions,or committees or entities that have
any interest or holding which could be affected by any actions taken in execution of this
Agreement.
3. Lobbying&Lobbvinq Certification: Sub-Recipient certifies,to the best of its knowledge and
belief, that no State appropriated funds have been paid or will be paid, by or on behalf of
the undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, any government official, an officer or employee of the State
Legislature in connection with the awarding of any State contract, the making of any
cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any State contract,grant, loan,or cooperative agreement.
4. No Benefit to Arise to Local Employee: No member, officer, or employee of the Cities, or
its designees or agents, no member of the governing body of Cities, and no other public
official who exercises any functions or responsibilities regarding the program during his
tenure or for one year thereafter,shall have any interest,direct or indirect,in this Agreement
or in any contract or subcontract, or the proceeds thereof, for work to be performed in
connection with the program assisted under this Agreement.
5. Use of Funds for Entertainment or Gifts: Sub-Recipient certifies and agrees that it will not
use funds provided through this Agreement to pay Sub-Recipient for entertainment or gifts.
6. Copyright: If this contract results in any copyrightable material or inventions, the Cities
and/or grantor agency reserves the right to royalty-free, non-exclusive and irrevocable
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license to reproduce, publish, or otherwise use and to authorize others to use, the work or
materials for government purposes. Sub-Recipient agrees to comply with 37 CFR part 401,
"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contract and Cooperative Agreements," and any implementing
regulations issued by the awarding agency.
7. Religious Proselytizing or Political Activities: Sub-Recipient agrees that it will not perform
or permit any religious proselytizing or political activities in connection with the performance
of this AGREEMENT. Funds under this AGREEMENT will be used exclusively for
performance of the services required under this AGREEMENT and no funds shall be used
to promote any religious or political activities.
8. Equal Employment Opportunity: In addition to the Equal Employment Opportunities
Practices described in Section VIII.A. of this Agreement, Sub-Recipient agrees to comply
with all applicable provisions of Executive Order 11246, "Equal Employment Opportunity,"
as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to
Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor."
9. Clean Air Act and Federal Water Pollution Control Act Compliance as amended(33 U.S.C.
1251 et. seq.). Violations shall be reported to the Federal awarding agency and the
Regional Office of the U.S. Environmental Protection Agency.
10. Copeland "Anti-Kickback" Act Compliance: Sub-Recipient agrees to comply with all
relevant portions of the Copeland"Anti-Kickback"Act(18 U.S.C. 874 and 40 U.S.C.276c),
which prohibits contractors and Sub-Recipient from inducing, by any means, any person
employed in construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. Sub-Recipient agrees to report any
and all suspected or reported violations to the Federal awarding agency.
11. Contract Work Hours and Safety Standards Act Compliance: Sub-Recipient agrees to
comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part
5),which governs the standard work week and overtime provisions.
IX. SEVERABILITY
If any provision of this AGREEMENT is found to be invalid, void, or unenforceable, the remaining
provisions shall, insofar as reasonably possible, continue in full force in effect without being impaired or
invalidated in any way.
X. COUNTERPARTS
This Agreement may be executed in counterparts. When executed, each counterpart shall be deemed
an original, irrespective of date of execution. The counterparts shall together constitute one and the
same Agreement.
XI. WAIVER
Cities'waiver of one term or condition of this Agreement is not a waiver or breach of any other term or
condition, nor of a subsequent breach of the term or condition waived.
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XII. INTERPRETATION
A. Order of Precedence. In the event there are inconsistencies or conflicts in this Agreement or any
exhibits or attachments hereto, unless otherwise provided herein, the inconsistencies shall be
resolved by giving precedence in the following order:
1. State and County regulations for the use of the SGVCOG funds.
2. The provisions of this Agreement and exhibits and attachments thereto.
3. In case of conflict between the terms of this Agreement and the terms contained in any
document attached as an exhibit,the terms of the Agreement will strictly prevail unless said
terms are in conflict with federal, state or local law, in which case said law shall strictly
prevail.
B. Applicable Law: This Agreement, and the rights and duties of the Parties hereunder (both
procedural and substantive),shall be governed by the laws of the State of California,except where
superseded by federal law.
C. Entire Agreement: This Agreement constitutes the entire agreement and understanding between
the Parties regarding its subject matter and supersedes all prior or contemporaneous negotiations,
representations, understandings and agreements,written or oral.
XIII. EXHIBITS
The Exhibits to this Agreement are an integral part of this Agreement and have each been incorporated
herein.
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first
written above.
CITY OF ARCADIA CITY OF LA CANADA FLINTRIDGE
DocuSign.d by:
akt . Ql.tpa ,otv'
By: - By: 4oG7DucK.271133...
Dominic azzaretto Mark R. Alexander
City Manager City Manager
Date: Q/5l'o _ ) 2,020
SUB-RECIPIENT
UNION STATION HOMELESS SERVICES
TAXPAYER ID#95-3958741
ATTEST 0
ity Clerk — - Anne Miskey
Chief Executive Office
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By: c x.7_"`4` p cJ
Stephen P. Deitsch
City Attorney
Date: 'D60\Ck) - 12/32:0
CONCUR:
L
�DocuSipned by:
By: liSFBB098"11614E...
Sara Somogyi
Recreation Community Services Director
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EXHIBIT A
Statement of Work
Arcadia & La Canada Flintridge Contract SOW
Intervention Type Est# household's served est. $ amount Total spending
Prevention/Diversion rental/deposit intervention 6 (3 from each city) $3,000/pp $18,000
Prevention/Diversion other low cost intervention 24 (12 from each city) $500/pp $12,000
Total $30,000
Rachelle Arellano
From: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Sent: Wednesday, October 28, 2020 1:59 PM
To: Rachelle Arellano
Subject: RE: City Attorney Review October 27, 2020
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments
or clicking links, especially from unknown senders.
Rachelle,I have reviewed and approve as to form all three (3) homeless program agreements you forwarded to me
yesterday as Exhibits "A," "B," and "C." You may use my stamped signature for this purpose.
Steve
_ Stephen Deitsch
earner
stephan.deitsch@bbklaw,com
T:(909)483-6642 C: (95 1)662-9343
www.l` BKl w.c r
Stay at home and public health orders issued in multiple counties across the U.S. require our offices to be
physically dosed. because all staffre working remotely, all documents(including correspondence,
pleadings, and discovery) will be served via e-mail until further notice. Because we may not receive regular
mail or other deliveries during this period of time, please e-mail copies of anything you send by regular mail
or delivery. Send all e-serve'documents in your case to the e-mail addresses for any est Best& Krieger LLP
attorney who has appeared in your case, or who has communicated with you by e-mail on your ratter.
From: Rachelle Arellano [mailto:rarellano@arcadiaca.gov]
Sent: Tuesday, October 27, 2020 11:33 AM
To: Stephen Deitsch
Cc: City Attorney
Subject: City Attorney Review October 27, 2020
Hi Steve,
Attached for your review is a zip folder containing the following items:
1. Covenant —466 W. Norman Avenue — Review only
2. Amendment No. 1 — Professional Lobbying and Consulting Services - PWSD
3. Homeless Service Contracts - RCSD
4. Colantuono Highsmith & Whatley Invoice — September
5. Freeman Mathis Invoice - $48
6. Reimbursement Agreement — Northeast Development
7. Resolution No. 7343 — Local Control
1