HomeMy WebLinkAboutAGMT - California Department of Housing & Community Development (Standard Agreement STD-213 - 20-LEAP 16313)STATE OF CALIFORNIA- DEPARTMENT OF -,GENERAL SCO ID:
SERVICES
STANDARD AGREEMENT AGREEMENT NUMBER PURCHr,— JG AUTHORITY NUMBER (if applicable)
STD 213 (Rev. 04/2020) 20 -LEAP -16313
1, This Agreement is entered into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
CONTRACTOR'S NAME
City of Seal Beach
2. The term of this Agreement is:
START DATE
Upon HCD Approval
THROUGH END DATE
06/30/2024
3. The maximum amount of this Agreement is:
$150,000.00
4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.
EXHIBITS TITLE PAGES
Exhibit A Authority, Purpose and Scope of Work 2
Exhibit B Budget Detail and Payment Provisions 5
Exhibit C* State of California General Terms and Conditions GTC - 04/2017
Exhibit D LEAP General Terms and Conditions 9
Exhibit E Special Conditions 0
TOTAL NUMBER OF PAGES ATTACHED 16
Items shown with an asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto.
These documents can be viewed at https://www.dgs.ca.gov/OLS/Resources
IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership,etc.)
City of Seal Beach
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
211 8th Street Seal Beach CA 90740
PRINTED NAME OF PERSON SIGNING TITLE
Jill R. Ingram City Manager
CONTRAPTOR AU IZED Sip -NATURE DATE SIGNIJD
STATE OF CALIFORNIA
C I CTING AGENCY NAME tw
Department of Housing and Community Development
CONTRACTING AGENCY ADDRESS CITY STATE ZIP
2020 W. EI Camino Ave., Suite 130 Sacramento CA 95833
PRINTED NAME OF PERSON SIGNING TITLE
`k-- """` Synthia Rhinehart
� Contracts Manager,
Business & Contract Services Branch
CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
� 9/20/2021
California Department of General Services Approval (or exemption, if applicable)
Exempt per; SCM Vol. 1 4.04.A.3 (DGS memo dated 06/12/1981)
*A:Il:IIWil
AUTHORITY, PURPOSE AND SCOPE OF WORK
1. Authority
City of Seal Beach
20 -LEAP -16313
Page 1 of 2
Pursuant to Chapter 3.1 of the California Health and Safety Code (Ch. 159, Sec. 11, Stats.
2019), the State of California Department of Housing and Community Development (the
"Department" or "State") has established the Local Early Action Planning Grants Program
("LEAP," or the "Program"), as defined in Health and Safety Code Section 50515, et seq., for
Local Governments and Localities. In furtherance of the purpose of the Program, the
Department has issued a Notice of Funding Availability ("NOFA") dated January 27, 2020. This
Standard Agreement, along with all its exhibits (the "Agreement"), is entered into under the
authority of, and in furtherance of, the purpose of the Program.
2. Purpose
In accordance with the authority cited above, the Grantee has been awarded financial
assistance in the form of a grant from the Program. The Department has agreed to make the
grant to provide financial assistance for technical assistance, preparation and adoption of
planning documents, and process improvements to accelerate housing production and facilitate
compliance to implement the sixth cycle of the regional housing needs assessment, pursuant to
the terms of the NOFA, which includes associated forms, and this Agreement. By entering into
this Agreement and thereby accepting the award of the Program funds, the Grantee agrees to
comply with the terms and conditions of the NOFA, this Agreement, subsequent amendments to
this agreement when necessary, the representations contained in the application and the
requirements of the authority cited above. Based on the representations made by the Grantee,
the State shall provide a grant in the amount shown in Exhibit B, Section 2.
3. Definitions
Terms herein shall have the same meaning as definitions in Section VIII of the LEAP NOFA.
4. Scope of Work
Preparation and adoption of planning documents and process improvements that accelerate
housing production and facilitate compliance in implementing the sixth cycle of the regional
housing needs assessment in accordance with the Grantee's Attachment 1: Project Timeline
and Budget and Project Description as provided by the Grantee in the LEAP application used
for subsequent approval by the Department.
5. Department Contract Coordinator
The Contract Coordinator of this Agreement for the Department is the Housing Policy
Development Program Manager, or the Manager's designee. Unless otherwise informed, any
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 2 of 2
EXHIBIT A
notice, report, or other communication required by this Agreement shall be mailed by first class
mail to the Department Contract Coordinator at the following address:
Department of Housing and Community Development
Housing Policy Development
Attention: LEAP Program Manager
2020 West EI Camino Avenue, Suite 500
Sacramento, CA 95833
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 1 of 5
IW/:I1a19:3
BUDGET DETAIL AND PAYMENT PROVISIONS
1. Application for Funds
A. The Department is entering into this Standard Agreement ("Agreement") on the basis of,
and in reliance on, facts, information, assertions and representations contained in the
Application and any subsequent modifications or additions thereto approved by the
Department. The Application and any approved modifications and additions thereto are
hereby incorporated into this Agreement.
B. The Grantee warrants that all information, facts, assertions and representations
contained in the Application and approved modifications and additions thereto are true,
correct, and complete to the best of the Grantee's knowledge. In the event that any part
of the Application and any approved modification and addition thereto is untrue,
incorrect, incomplete, or misleading in such a manner that would substantially affect the
Department's approval, disbursement, or monitoring of the funding and the grant or
activities governed by this Agreement, the Department may declare a breach hereof and
take such action or pursue such remedies as are provided for breach.
2. Grant and Reimbursement Limit
The Department's decision to approve or deny an application or request for funding pursuant to
the Program, and its determination of the amount of funding provided, shall be final. The
maximum total amount granted and reimbursable to the Grantee pursuant to this Agreement
shall not exceed $150,000.00.
3. Grant Timelines
A. This Agreement is effective upon the date of the Department representative's signature
on page one of the fully executed Standard Agreement, STD 213, (the "Effective Date")
B. All Grant funds must be expended by the Grantee on or before December 31, 2023. To
ensure that the Grantee is reimbursed on or before December 31, 2023, the Grantee
shall deliver to the Department all final invoices for reimbursement on or before
September 30, 2023. Under special circumstances, as determined by the Department,
the Department may modify the September 30, 2023 deadline.
It is the responsibility of the Grantee to monitor the project and timeliness of draws within
the specified dates.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
IW/:I1a19:3
4. Allowable Uses of Grant Funds
City of Seal Beach
20 -LEAP -16313
Page 2of5
A. The Department shall not disburse funds unless it determines that the grant funds shall
be expended in compliance with the terms and provisions of the NOFA and this
Agreement.
B. Grant funds shall only be used by the Grantee for eligible activities pursuant to Section
VII of the NOFA and only for activities that were approved by the Department, and as
stated in Attachment 1: Project Timeline and Budget and Project Description in the
Grantee's approved LEAP Application, , and/or any and all documentation incorporated
into this Agreement and made a part thereof.
C. Grant funds may not be used for administrative costs of persons employed by the
Grantee for activities not directly related to the preparation and adoption of the proposed
activity. The Grantee shall use no more than five percent of the total grant amount for
costs related to administration of the project.
D. A Grantee that receives funds under this Program may use a subcontractor. The
subcontract shall provide for compliance with all the requirements of the Program. The
subcontract shall not relieve the Grantee of its responsibilities under the Program.
E. After the contract has been executed by the Department and all parties, approved and
eligible costs for eligible activities may be reimbursed upon completion of deliverables in
accordance with Attachment 1: Project Timeline and Budget and Project Description,
and subject to the terms and conditions of this Agreement.
F. Only approved and eligible costs incurred for work after the NOFA date, continued past
the date of full execution of the Agreement, and completed during the grant term, will be
reimbursable.
G. Approved and eligible costs incurred prior to the NOFA date are ineligible and will not be
reimbursed.
5. Performance
A. The Grantee shall take such actions, pay such expenses, and do all things necessary to
complete all activities as incorporated into the LEAP application and in accordance with
the schedule for completion set forth in the Statement of Work, the Grantee's Project
Description and Attachment 1: Project Timeline and Budget, and within the terms and
conditions of this Agreement.
B. The Department may monitor expenditures and activities of Grantee, as the department
deems necessary, to ensure compliance with program requirements.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 3of5
IW/:I1a19:3
C. The Department may request repayment of funds from Grantee or pursue other
remedies available to it by law for failure to comply with program requirements.
6. Fiscal Administration
A. The Grantee is responsible for maintaining records which fully disclose the activities
funded by the LEAP grant. Adequate documentation for each reimbursable transaction
shall be maintained to permit the determination, through an audit if requested by the
State, of the accuracy of the records and the allowability of expenditures charged to
LEAP grant funds. If the allowability of expenditure cannot be determined because
records or documentation are inadequate, the expenditure may be disallowed, and the
State shall determine the reimbursement method for the amount disallowed. The State's
determination of the allowability of any expense shall be final, absent fraud, mistake or
arbitrariness.
B. Work must be completed prior to requesting reimbursement. The Department may make
exceptions to this provision on a case by case basis. In unusual circumstances, the
Department may consider alternative arrangements to reimbursement and payment
methods based on documentation demonstrating cost burdens, including the inability to
pay for work.
C. Prior to receiving reimbursement, the Grantee shall submit the following documentation:
1) Government Agency Taxpayer ID Form (GovTIN; Fi$cal form);
2) A Request for Reimbursement form provided by the Department on the
Department's Local Early Action Planning (LEAP) Grants webpage; and
3) Any and all documentation requested by the Department in the Request for
Reimbursement form and manner as outlined in the following subsection D.
D. Grantee shall submit all required reimbursement documentation to the following address:
Department of Housing and Community Development
Housing Policy Development
Attention: LEAP Program Manager
2020 West EI Camino Avenue, Suite 500
Sacramento, CA 95833
E. The Grantee shall submit invoices for reimbursement to the Department. All invoices
shall be subject to the Department's approval and submitted in accordance with the
following schedule:
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 4 of 5
IW/:I1a19:3
1) At maximum, once per quarter; or
2) Upon completion of a deliverable; and
3) At minimum, one invoice for reimbursement annually
The Department will use the 2020 calendar year beginning from the date of the release
of the NOFA on January 27, 2020 as the basis for scheduling reimbursements, with first
requests for reimbursement accepted upon full execution of the Agreement by the
Grantee and the Department.
F. The Request for Reimbursement must be for a minimum of fifteen percent (15%) of the
maximum grant amount awarded. The Department may consider exceptions to the
minimum amount requested on a case-by-case basis. All invoices shall reference the
contract number and shall be signed and submitted to the Department's Program
Manager at the address provided above in Section 6, Subsection D of this part. Invoices
shall include at a minimum the following information:
1) Names of the Grantee's personnel performing work;
2) Dates and times of project work;
3) Itemized costs in accordance with Attachment 1: Project Timeline and Budget, and
Project Description, including identification of each employee, contractor or
subcontractor who provided services during the period of the invoice, the number
of hours and hourly rates for each of the Grantee's employees, contractor(s), sub-
recipient(s) or subcontractor's staff member(s), authorized expenses with receipts,
and contractor, sub -recipient and subcontractor invoices; and
4) Any other documents, certifications, or evidence deemed necessary by the
Department prior to disbursement of grant funds.
G. The Department will reimburse the Grantee directly for all allowable project costs as
promptly as the Department's fiscal procedures permit upon receipt of an itemized
signed invoice.
H. The Department recognizes that budgeted deliverable amounts are based upon
estimates and conditions and circumstances may change. Grantees may request
adjustments to Attachment 1: Project Timeline and Budget and Project Description in the
Grantee's approved LEAP Application in writing (such as a budget adjustment across
deliverables), as long as the total budget does not exceed the maximum amount
awarded to the Grantee. All adjustments shall be subject to written approval by the
Department.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 5of5
IW/:I1a19:3
Grant funds shall not be disbursed until this Agreement has been fully executed.
Grant fund payments will be made on a reimbursement basis; advance payments are
not allowed. The Grantee, its subcontractors and all partners, must have adequate cash
flow to pay all grant -related expenses prior to requesting reimbursement from the
Department. The Department may consider alternative arrangements for reimbursement
and payment methods based on documentation demonstrating cost burdens, including
the inability to pay for work.
K. The Grantee will be responsible for compiling and submitting all invoices, supporting
documentation and reporting documents. Invoices must be accompanied by reporting
materials where appropriate. Invoices without the appropriate reporting materials will not
be paid.
1) Supporting documentation may include, but is not limited to; purchase orders,
receipts, progress payments, subcontractor invoices, timecards, or any other
documentation as deemed necessary and requested by the Department to support
the reimbursement to the Grantee for expenditures incurred.
L. The Grantee will submit for reimbursements to the Department based on actual costs
incurred, and must bill the State based on clear and completed objectives and
deliverables as outlined in the application, in Attachment 1: Project Timeline and Budget
and the Project Description, and/or any and all documentation incorporated into this
Agreement and made a part thereof.
M. The Department may withhold ten percent (10%) of the grant until grant terms have
been fulfilled to the satisfaction of the Department and the final close-out report
submitted, no later than December 31, 2024 pursuant to Health and Safety Code section
50515.04(c)(2).
N. It is mutually agreed that if the Budget Act of the current year and/or any subsequent
years covered under this Agreement does not appropriate sufficient funds for the
program, this Agreement shall immediately terminate and be of no further force and
effect. In this event, the State and Contractor shall be relieved of any and all obligations
under this Grant Agreement.
O. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this
program, the State shall have the sole discretion to cancel this Agreement without
cause, no liability occurring to the State, or amend the current Grant Agreement and
amount allocated to Contractor.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
EXHIBIT D
LEAP TERMS AND CONDITIONS
1. Reporting
City of Seal Beach
20 -LEAP -16313
Page 1 of 9
A. During the term of this Standard Agreement ("Agreement") the Grantee shall submit,
upon request of the Department, a performance report that demonstrates satisfaction of
all requirements identified in this Agreement.
B. Pursuant to Health and Safety Code Section 50515.04, subsection (a), during the term
of the Agreement, the Grantee shall submit an annual report containing all required
information by April 1 of the year following receipt of the Grant funds. The annual reports
shall be due from the Grantee until Program funds have been expended, but no later
than February 28, 2023. A Grantee may, in lieu of providing a separate annual report as
identified in Health and Safety Code Section 50515.04, subsection (a), provide the
information as part of its Annual Progress Report.
C. Upon completion of all deliverables required to fulfill this Agreement pursuant to the
Grantee's Attachment 1: Project Timeline and Budget as approved in the LEAP
Application, the Grantee shall submit a final close out report in accordance with the
January 27, 2020 LEAP NOFA. The close out report shall be submitted with the final
Request for Reimbursement by September 30, 2023, in accordance with the final
invoices due pursuant to Exhibit B, Section 3.
2. Accounting Records
A. The Grantee, its staff, contractors and subcontractors shall establish and maintain an
accounting system and reports that properly accumulate incurred project costs by line.
The accounting system shall conform to Generally Accepted Accounting Principles
(GAAP), to enable the determination of incurred costs at interim points of completion and
provide support for reimbursement payment vouchers or invoices.
B. The Grantee must establish a separate ledger account for receipts and expenditures of
grant funds and maintain expenditure details in accordance with the scope of work,
project timeline and budget. Separate bank accounts are not required.
C. The Grantee shall maintain documentation of its normal procurement policy and
competitive bid process (including the use of sole source purchasing), and financial
records of expenditures incurred during the course of the project in accordance with
GAAP.
D. The Grantee agrees that the state or designated representative shall have the right to
review and to copy any records and supporting documentation pertaining to the
performance of the Agreement.
E. Subcontractors employed by the Grantee and paid with moneys under the terms of this
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 2 of 9
EXHIBIT D
Agreement shall be responsible for maintaining accounting records as specified above.
Grantee shall monitor and enforce subcontracts accordingly.
3. Audits
A. At any time during the term of this Agreement, the Department may perform or cause to
be performed a financial audit of any and all phases of the award. At the Department's
request, the Grantee shall provide, at its own expense, a financial audit prepared by a
certified public accountant. The State of California has the right to review project
documents and conduct audits during and over the project life.
1) The Grantee agrees that the Department or the Department's designee shall
have the right to review, obtain, and copy all records and supporting
documentation pertaining to performance of this Agreement.
2) The Grantee agrees to provide the Department or the Department's designee,
with any relevant information requested.
3) The Grantee agrees to permit the Department or the Department's designee
access to its premises, upon reasonable notice, during normal business hours for
the purpose of interviewing employees who might reasonably have information
related to such records and inspecting and copying such books, records,
accounts, and other material that may be relevant to a matter under investigation
for the purpose of determining compliance with statutes and this Agreement.
B. If a financial audit is required by the Department, the audit shall be performed by an
independent certified public accountant. Selection of an independent audit firm shall be
consistent with procurement standards contained in Exhibit D, Section 8 subsection A. of
this Agreement.
1) The Grantee shall notify the Department of the auditor's name and address
immediately after the selection has been made. The contract for the audit shall
allow access by the Department to the independent auditor's working papers.
2) The Grantee is responsible for the completion of audits and all costs of preparing
audits.
3) If there are audit findings, the Grantee must submit a detailed response
acceptable to the Department for each audit finding within ninety (90) days from
the date of the audit finding report.
C. The Grantee agrees to maintain such records for possible audit after final payment
pursuant to Exhibit D, Section 3, subsection E. below, unless a longer period of records
retention is stipulated.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 3 of 9
EXHIBIT D
1) If any litigation, claim, negotiation, audit, monitoring, inspection or other action
has been started before the expiration of the required record retention period, all
records must be retained by the Grantee, contractors and sub -contractors until
completion of the action and resolution of all issues which arise from it. The
Grantee shall include in any contract that it enters into in an amount exceeding
$10,000.00, the Department's right to audit the contractor's records and interview
their employees.
2) The Grantee shall comply with the caveats and be aware of the penalties for
violation of fraud and for obstruction of investigation as set forth in California
Public Contracts Code Section 10115.10.
D. The determination by the Department of the eligibility of any expenditure shall be final.
E. The Grantee shall retain all books and records relevant to this Agreement for a minimum
of three (3) years after the end of the term of this Agreement. Records relating to any
and all audits or litigation relevant to this Agreement shall be retained for five (5) years
after the conclusion or resolution of the matter.
4. Remedies of Non-performance
A. The Department may monitor expenditures and activities of an applicant, as the
Department deems necessary, to ensure compliance with Program requirements.
B. The Department may, as it deems appropriate or necessary, request repayment of funds
from an applicant, or pursue any remedies available to it by law for failure to comply with
Program requirements.
C. Any dispute concerning a question of fact arising under this Agreement that is not
disposed of by agreement shall be decided by the Department's Housing Policy
Development Manager, or the Manager's designee, who may consider any written or
verbal evidence submitted by the Grantee. The decision of the Department's Housing
Policy Development Manager or Designee shall be the Department's final decision
regarding the dispute.
D. Neither the pendency of a dispute nor its consideration by the Department will excuse
the Grantee from full and timely performance in accordance with the terms of this
Agreement.
E. In the event that it is determined, at the sole discretion of the Department, that the
Grantee is not meeting the terms and conditions of the Agreement, immediately upon
receiving a written notice from the Department to stop work, the Grantee shall cease all
work under the Agreement. The Department has the sole discretion to determine that the
Grantee meets the terms and conditions after a stop work order, and to deliver a written
notice to the grantee to resume work under the Agreement.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 4 of 9
EXHIBIT D
F. Both the Grantee and the Department have the right to terminate the Agreement at any
time upon thirty (30) days written notice. The notice shall specify the reason for early
termination and may permit the grantee or the Department to rectify any deficiency(ies)
prior to the early termination date. The Grantee will submit any requested documents to
the Department within thirty (30) days of the early termination notice.
G. There must be a strong implementation component for the funded activity through this
Program, including, where appropriate, agreement by the locality to formally adopt or
complete the planning document. Localities that do not formally adopt or complete the
funded activity could be subject to repayment of the grant.
H. The following shall each constitute a breach of this Agreement:
1) Grantee's failure to comply with any of the terms and conditions of this Agreement.
2) Use of, or permitting the use of, grant funds provided under this Agreement for any
ineligible costs or for any activity not approved under this Agreement.
3) Any failure to comply with the deadlines set forth in this Agreement unless
approved by the Program Manager.
In addition to any other remedies that may be available to the Department in law or
equity for breach of this Agreement, the Department may at its discretion, exercise the
following remedies:
1) Disqualify the Grantee from applying for future Department administered grant
programs.
2) Revoke existing LEAP award(s) to the Grantee.
3) Require the return of unexpended LEAP funds disbursed under this Agreement.
4) Require repayment of LEAP Funds disbursed and expended under this
Agreement.
5) Seek a court order for specific performance of the obligation defaulted upon, or the
appointment of a receiver to complete the obligations in accordance with the LEAP
Program requirements.
6) Other remedies available at law, or by and through this Agreement. All remedies
available to the Department are cumulative and not exclusive.
7) The Department may give written notice to the Grantee to cure the breach or
violation within a period of not less than fifteen (15) days.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
EXHIBIT D
5. Indemnification
City of Seal Beach
20 -LEAP -16313
Page 5 of 9
Neither the Department nor any officer or employee thereof is responsible for any injury,
damage or liability occurring by reason of anything done or omitted to be done by the Grantee,
its officers, employees, agents, its contractors, its sub -recipients or its subcontractors under or
in connection with any work, authority or jurisdiction conferred upon the Grantee under this
Agreement. It is understood and agreed that the Grantee shall fully defend, indemnify and save
harmless the Department and all of the Department's staff from all claims, suits or actions of
every name, kind and description brought forth under, including, but not limited to, tortuous,
contractual, inverse condemnation or other theories or assertions of liability occurring by reason
of anything done or omitted to be done by the Grantee, its officers, employees, agents
contractors, sub -recipients, or subcontractors under this Agreement.
6. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or
subsequent breach. The failure of the Department to enforce at any time the provisions of this
Agreement, or to require at any time, performance by the Grantee of these provisions, shall in
no way be construed to be a waiver of such provisions nor to affect the validity of this
Agreement or the right of the Department to enforce these provisions.
7. Relationship of Parties
It is expressly understood that this Standard Agreement is an agreement executed by and
between two independent governmental entities and is not intended to, and shall not be
construed to, create the relationship of agent, servant, employee, partnership, joint venture or
association, or any other relationship whatsoever other than that of an independent party.
8. Third -Party Contracts
A. All state -government funded procurements must be conducted using a fair and
competitive procurement process. The Grantee may use its own procurement
procedures as long as the procedures comply with all City/County laws, rules and
ordinances governing procurement, and all applicable provisions of California state law.
B. Any contract entered into as a result of this Agreement shall contain all the provisions
stipulated in the Agreement to be applicable to the Grantee's sub -recipients, contractors,
and subcontractors. Copies of all agreements with sub -recipients, contractors, and
subcontractors shall be submitted to the Department's program manager upon request.
C. The Department does not have a contractual relationship with the Grantee's sub -
recipients, contractors, or subcontractors, and the Grantee shall be fully responsible for
all work performed by its sub -recipients, contractors, or subcontractors.
D. In the event the Grantee is partnering with another jurisdiction or forming a collaborative
effort between the Grantee and other jurisdictions who are grantees of the Local Early
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 6 of 9
EXHIBIT D
Action Planning Grants Program, the Grantee acknowledges that each partner and/or all
entities forming the Local Early Action Planning Grants Program collaborative are in
mutual written agreement with each other but are contractually bound to the Department
under separate, enforceable contracts.
E. In the event the Grantee is partnering with another jurisdiction or forming a collaborative
effort with other entities that are not grantees of the Local Early Action Planning Grants
Program, the Department shall defer to the provisions as noted in subsections 8(B) and
8(C) of this part.
9. Compliance with State and Federal Laws, Rules, and Regulations
A. The Grantee agrees to comply with all state and federal laws, rules and regulations that
pertain to construction, health and safety, labor, fair employment practices, equal
opportunity, and all other matters applicable to the grant, the Grantee, its contractors or
subcontractors, and any other grant activity.
B. During the performance of this Agreement, the Grantee assures that no otherwise
qualified person shall be excluded from participation or employment, denied program
benefits, or be subjected to discrimination based on race, color, ancestry, national origin,
sex, gender, gender identity, gender expression, genetic information, age, disability,
handicap, familial status, religion, or belief, under any program or activity funded by this
contract, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42
USC 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975
and all implementing regulations.
C. The Grantee shall include the nondiscrimination and compliance provisions of this
clause in all agreements with its sub -recipients, contractors, and subcontractors, and
shall include a requirement in all agreements with all of same that each of them in turn
include the nondiscrimination and compliance provisions of this clause in all contracts
and subcontracts they enter into to perform work under the Program.
D. The Grantee shall, in the course of performing project work, fully comply with the
applicable provisions of the Americans with Disabilities Act (ADA) of 1990, which
prohibits discrimination on the basis of disability, as well as all applicable regulations and
guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
E. The Grantee shall adopt and implement affirmative processes and procedures that
provide information, outreach and promotion of opportunities in the LEAP project to
encourage participation of all persons regardless of race, color, national origin, sex,
religion, familial status, or disability. This includes, but is not limited to, a minority
outreach program to ensure the inclusion, to the maximum extent possible, of minorities
and women, and entities owned by minorities and women, as required by 24 CFR
92.351.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
EXHIBIT D
10. Litigation
City of Seal Beach
20 -LEAP -16313
Page 7 of 9
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court
of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall
not affect any other provisions of this Agreement and the remainder of this Agreement
shall remain in full force and effect. Therefore, the provisions of this Agreement are, and
shall be, deemed severable.
B. The Grantee shall notify the Department immediately of any claim or action undertaken
by or against it, which affects or may affect this Agreement or the Department, and shall
take such action with respect to the claim or action as is consistent with the terms of this
Agreement and the interests of the Department.
11. Changes in Terms/Amendments
This Agreement may only be amended or modified by mutual written agreement of both parties.
12. State -Owned Data
A. Definitions
1) Work:
The work to be directly or indirectly produced by the Grantee, its employees, or by and
of the Grantee's contractor's, subcontractor's and/or sub -recipient's employees under
this Agreement.
2) Work Product:
All deliverables created or produced from Work under this Agreement including, but not
limited to, all Work and Deliverable conceived or made, or made hereafter conceived or
made, either solely or jointly with others during the term of this Agreement and during a
period of six months after the termination thereof, which relates to the Work
commissioned or performed under this Agreement. Work Product includes all
deliverables, inventions, innovations, improvements, or other works of authorship
Grantee and/or Grantee's contractor subcontractor and/or sub -recipient may conceive of
or develop in the course of this Agreement, whether or not they are eligible for patent,
copyright, trademark, trade secret or other legal protection.
3) Inventions:
Any ideas, methodologies, designs, concept, technique, invention, discovery,
improvement or development regardless of patentability made solely by the Grantee or
jointly with the Grantee's contractor, subcontractor and/or sub -recipient and/or Grantee's
contractor, subcontractor, and/or sub -recipient's employees with one or more employees
of the Department during the term of this Agreement and in performance of any Work
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
City of Seal Beach
20 -LEAP -16313
Page 8 of 9
EXHIBIT D
under this Agreement, provided that either the conception or reduction to practice
thereof occurs during the term of this Agreement and in performance of Work issued
under this Agreement.
B. Ownership of Work Product and Rights
1) All work Product derived by the Work performed by the Grantee, its employees or
by and of the Grantee's contractor's, subcontractor's and/or sub -recipient's
employees under this Agreement, shall be owned by the Department and shall
be considered to be works made for hire by the Grantee and the Grantee's
contractor, subcontractor and/or subrecipient for the Department. The
Department shall own all copyrights in the work product.
2) Grantee, its employees and all of Grantee's contractor's, subcontractor's and
sub -recipient's employees agree to perpetually assign, and upon creation of each
Work Product automatically assigns, to the Department, ownership of all United
States and international copyrights in each and every Work Product, insofar as
any such Work Product, by operation of law, may not be considered work made
for hire by the Grantee's contractor, subcontractor and/or subrecipient from the
Department. From time to time upon the Department's request, the Grantee's
contractor, subcontractor and/or subrecipients, and/or its employees, shall
confirm such assignments by execution and delivery of such assignment,
confirmations or assignment or other written instruments as the Department may
request. The Department shall have the right to obtain and hold in its name all
copyright registrations and other evidence of rights that may be available for
Work Product under this Agreement. Grantee hereby waives all rights relating to
identification of authorship restriction or limitation on use or subsequent
modification of the Work.
3) Grantee, its employees and all Grantee's contractors, subcontractors and sub -
recipients hereby agrees to assign to the Department all Inventions, together with
the right to seek protection by obtaining patent rights therefore and to claim all
rights or priority thereunder and the same shall become and remain the
Department's property regardless of whether such protection is sought. The
Grantee, its employees and Grantee's contractor, subcontractor and /or
subrecipient shall promptly make a complete written disclosure to the
Department of each Invention not otherwise clearly disclosed to the Department
in the pertinent Work Product, specifically noting features or concepts that the
Grantee, its employees and/or Grantee's contractor, subcontractor and/or
subrecipient believes to be new or different.
4) Upon completion of all work under this Agreement, all intellectual property rights,
ownership and title to all reports, documents, plans, specifications and estimates,
produced as part of this Agreement will automatically be vested in Department
and no further agreement will be necessary to transfer ownership to Department.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021
EXHIBIT D
13. Special Conditions
City of Seal Beach
20 -LEAP -16313
Page 9 of 9
The State reserves the right to add any special conditions to this Agreement it deems necessary
to assure that the policy and goals of the Program are achieved.
Local Early Action Planning (LEAP)
NOFA Date: January 27, 2020
Approved Date: May 29, 2020
Prep. Date: June 14, 2021