BACKGROUND
According to to the LA County Countywide Comprehensive Park Master Plan, Baldwin Park ranks as a park poor community with .3 park acres per 1,000 compared to the County average of 3.3 per 1,000. In addition, a mere 22% of the population has accessibility to walk to a pa rk compared to the County average of 49% being within walking distance of a park. Furthermore, Baldwin Park is rated as a very high park need area according to the LA County’s Park Metric. The City remains committed to expanding its park acreage to align more closely with the County’s standards and the proposed purchase of the Property would help advance the City’s objectives.
DISCUSSION
At the September 16, 2024 and October 16, 2024 City Council Closed Session Meetings, the City Council considered the acquisition of the Property and directed the CEO and Director of Parks and Recreation to negotiate the purchase of the Property and enter into a p urchase and sale agreement with the owner. The City initiated an appraisal and the negotiated purchase price reflects the fair market value of the Property.
On August 21, 2024, the City Council authorized staff to submit a grant application to the Los Angeles County Regional Park & Open Space District. The City submitted an application for a grant award of up to $2,000,000 for acquisition of land to help cover costs for a new pocket park in the City. The City and Property owner entered into a letter of intent dated September 26, 2024, which was submitted with the grant application. If awarded, this grant will enable the City to expand open spaces. A decision on the grant is expected by December 2024 or January 2025, which will be crucial in assessing the feasibility of the acquisition. Only if the City is awarded the grant will the City move forward with the purchase of the Property. The Purchase and Sale Agreement is expressly contingent on the City receiving grant funds in the sum of $2,000,000.
The Property consists of an approximately 23,890 -square foot lot with improvements of two residential units.
One of the units is currently occupied by the owner and the other unit v acant. The Property is desirable for intended park purposes due to its lot size and proximity to residential neighborhoods without access to walkable park space. Moreover, acquiring and using the property conforms to the City’s objectives and policies relat ed to parks and open spaces. Specifically, Open Space Element’s Policies 1.2 and 1.3 that state the following:
Policy 1.2: Establish as a priority for funding the acquisition and development of parks and recreational facilities in neighborhoods with a shortage of parks.
Policy 1.3: Pursue acquisition of property through purchase or donation to create mini- parks where it is not possible to acquire sufficient acreage for neighborhood parks.
These policies demonstrate the City’s commitment to expanding green space and enhancing access to recreational areas, supporting that this acquisition aligns with the City’s General Plan and community needs.
In connection with this acquisition, the Planning Commission is required to prepare a report finding that the location, purpose, and extent of the purchase conforms with the City’s General Plan. Staff will direct the Planning Commission to render such a report in conformity with the requirements of Government Code Section 65402.
CEQA
Approval of the Purchase and Sale Agreement is not a project subject to environmental review pursuant to CEQA.
Specifically, the City’s approval of the Purchase and Sale Agreement would not commit the City to any definite course of action, prior to CEQA compliance, an d would not restrict the City from considering any feasible mitigation measures and alternatives, including the “no project” alternative, for any future development of the Property or of other activity on the Property that would have a direct o r reasonably foreseeable indirect environmental impact pursuant to CEQA. (State CEQA Guidelines §§ 15004(b)(4); 15378(b).) Further, State CEQA Guidelines section 15061(b)(3) exempts those activities for which it can be seen with certainty that there is no potential to result in significant environmental effects. The acquisition of the Property is merely a transaction that does not propose any development. The City shall conduct environmental review in accordance with CEQA prior to taking any discretionary action with regard to any proposed development of the Property, and the Purchase and Sale Agreement is expressly conditioned on such compliance. (Pub. Resources Code, § 21002.).
ALTERNATIVES
The alternative would be that the City Council may choose not to approve the Purchase and Sale Agreement and withdraw from the grant process.
LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.
ATTACHMENTS
1. Purchase and Sale Agreement
2. Letter of Intent signed by the parties
STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF RESIDENTIAL INCOME PROPERTY
(Do Not Use for Property Which Contains Less Than Five Units. Do Not Use for a Condominum or for a Common Interest Development) Dated:
1. Buyer.
1.1 , ("Buyer")
hereby offers to purchase the real property, hereinafter described, from the owner thereof ( "Seller") (collectively, the "Parties" or individually, a "Party"), through an escrow ("Escrow") to close 30 or days after the waiver or satisfaction of the Buyer's Contingencies, ( "Expected Closing Date") to be held by ("Escrow Holder") whose address is , Phone No. , Facsimile No.
upon the terms and conditions set forth in this agreement ( "Agreement"). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer.
1.2 The term "Date of Agreement" as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties.
2. Property.
2.1 The real property ( "Property") that is the subject of this offer consists of (insert a brief physical description) is located in the County of , is commonly known as (street address, city, state, zip) and is legally described as:
(APN: ).
2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of ("Title Company"), which shall issue the title policy hereinafter described.
2.3 The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the property, as well as the following items, if any, owned by Seller and at present located on the Property: electrical distribution systems and lighting fixtures; telephone distribution systems (lines, jacks and connections only); built-in appliances; plumbing fixtures; ceiling fans; fireplaces; heating, ventilating, air conditioning equipment); fire sprinkler systems; security and fire detection systems; carpets; window coverings and screens; attached wall and floor coverings; television antennas; satellite dishes; pool and spa equipment; garage door openers; and
(collectively, the "Improvements").
2.4 The fire sprinkler monitor: is owned by Seller and included in the Purchase Price, is leased by Seller, and Buyer will need to negotiate a new lease with the fire monitoring company, ownership will be determined during Escrow, or there is no fire sprinkler monitor.
2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and all of which shall be removed by Seller prior to Closing.
3. Purchase Price.
3.1 The purchase price ( "Purchase Price") to be paid by Buyer to Seller for the Property shall be $ , payable as follows: (Strike any not applicable)
(a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price): $
(b) Amount of "New Loan" as defined in paragraph 5.1, if any: $ (c) Buyer shall take title to the Property subject to and/or assume the following existing deed(s) of PAGE 1 OF 11
INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Phone: Fax:
Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com December 4, 2024
The City of Baldwin Park
approximately
23,890 square feet and is improved with two residential units.
San Bernardino
1837 Puente Aveue Victorville CA 91706
15564 and 15570 1st Street, Victorville
8558-002-036
2,300,000.00
Keller Williams Empire Estates, 9483 Haven Avenue, Suite 100 Rancho Cucamonga CA 91730 6268625654 Carolina Wills 1837 Puente
trust ("Existing Deed(s) of Trust") securing the existing promissory note(s) ("Existing Note(s)"):
(i) An Existing Note ( "First Note" ) with an unpaid principal balance as of the Closing of approximately: $
Said First Note is payable at $ per month,
including interest at the rate of % per annum until paid (and/or the entire unpaid balance is due on ).
(ii) An Existing Note ( "Second Note" ) with an unpaid principal balance as of the Closing of approximately: $
Said Second Note is payable at $ per month,
including interest at the rate of % per annum until paid (and/or the entire unpaid balance is due on ).
(d) Buyer shall give Seller a deed of trust ( "Purchase Money Deed of Trust" ) on the property, to secure the promissory note of Buyer to Seller described in paragraph 6 ( "Purchase Money Note") in the amount of: $
Total Purchase Price: $
3.2 If Buyer is taking title to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permits the beneficiary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condition to the transfer of the Property, Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note.
4. Deposits.
4.1 Buyer has delivered to Broker a check in the sum of $ , payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or within 2 or business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $ . If said check is not received by Escrow Holder within said time period then Seller may elect to unilaterally terminate this transaction by giving written notice of such election to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer.
4.2 Additional deposits:
(a) Within 5 business days after the Date of Agreement, Buyer shall deposit with Escrow Holder the additional sum of $ to be applied to the Purchase Price at the Closing.
(b) Within 5 business days after the contingencies discussed in paragraph 9.1 (a) through (k) are approved or waived, Buyer shall deposit with Escrow Holder the additional sum of $ to be applied to the Purchase Price at the Closing.
4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the "Deposit"), in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer's Federal Tax Identification Number is . NOTE: Such interest bearing account cannot be opened until Buyer's Federal Tax Identification Number is provided.
4.4 Notwithstanding the foregoing, within 5 days after Escrow Holder receives the monies described in paragraph 4.1 above, Escrow Holder shall release $100 of said monies to Seller as and for independent consideration for Seller's' execution of this Agreement and the granting of the contingency period to Buyer as herein provided. Such independent consideration is non-refundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property is completed.
4.5 Upon waiver of all of Buyer's contingencies the Deposit shall become non-refundable but applicable to the Purchase Price except in the event of a Seller breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1(n) (Destruction, Damage or Loss) or 9.1(o) (Material Change).
5. Financing Contingency. (Strike if not applicable)
5.1 This offer is contingent upon Buyer obtaining from an insurance company, financial institution or other lender, a commitment to lend to Buyer a sum equal to at least % of the Purchase Price, on terms acceptable to Buyer. Such loan ( "New Loan" ) shall be secured by a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior financing, then Seller shall have the right to approve the terms of the New Loan. Seller shall have 7 days from receipt of the commitment setting forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to notify Escrow Holder, in writing, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan.
5.2 If Buyer shall fail to notify its Broker, Escrow Holder and Seller, in writing within Seller, in writing within days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency.
5.3 If Buyer shall notify its Broker, Escrow Holder and Seller, in writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and Buyer shall be entitled to the prompt return of the Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall pay.
6. Seller Financing (Purchase Money Note). (Strike if not applicable)
6.1 If Seller approves Buyer's financials (see paragraph 6.5) the Purchase Money Note shall provide for interest on unpaid principal at the rate of % per annum, with principal and interest paid as follows:
.
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INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2,300,000.00
X
5,000.00
1837 Puente
The Purchase Money Note and Purchase Money Deed of Trust shall be on the current forms commonly used by Escrow Holder, and be junior and subordinate only to the Existing Note(s) and/or the New Loan expressly called for by this Agreement.
6.2 The Purchase Money Note and/or the Purchase Money Deed of Trust shall contain provisions regarding the following (see also paragraph 10.3 (b)):
(a) Prepayment. Principal may be prepaid in whole or in part at any time without penalty, at the option of the Buyer. (b) Late Charge. A late charge of 6% shall be payable with respect to any payment of principal, interest, or other charges, not made within 10 days after it is due.
(c) Due On Sale. In the event the Buyer sells or transfers title to the Property or any portion thereof, then the Seller may, at Seller's option, require the entire unpaid balance of said Note to be paid in full.
6.3 If the Purchase Money Deed of Trust is to be subordinate to other financing, Escrow Holder shall, at Buyer's expense prepare and record on Seller's behalf a request for notice of default and/or sale with regard to each mortgage or deed of trust to which it will be subordinate.
6.4 WARNING: CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY JUDGEMENTS ON SELLER FINANCING. IF BUYER ULTIMATELY DEFAULTS ON THE LOAN, SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.
6.5 Seller's obligation to provide financing is contingent upon Seller's reasonable approval of Buyer's financial condition. Buyer to provide a current financial statement and copies of its Federal tax returns for the last 3 years to Seller within 10 days following the Date of Agreement. Seller has 10 days following receipt of such documentation to satisfy itself with regard to Buyer's financial condition and to notify Escrow Holder as to whether or not Buyer's financial condition is acceptable. If Seller fails to notify Escrow Holder, in writing, of the disapproval of this contingency within said time period, it shall be conclusively presumed that Seller has approved Buyer's financial condition. If Seller is not satisfied with Buyer's financial condition or if Buyer fails to deliver the required documentation then Seller may notify Escrow Holder in writing that Seller Financing will not be available, and Buyer shall have the option, within 10 days of the receipt of such notice, to either terminate this transaction or to purchase the Property without Seller financing. If Buyer fails to notify Escrow Holder within said time period of its election to terminate this transaction then Buyer shall be conclusively presumed to have elected to purchase the Property without Seller financing. If Buyer elects to terminate, Buyer's Deposit shall be refunded less Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation.
7. Real Estate Brokers.
7.1 Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this transaction with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"):
Seller's Brokerage Firm
License No. Is the broker of (check one): the Seller; or both the Buyer and Seller (dual agent).
Seller's Agent
License No. Is (check one): the Seller's Agent (salesperson or broker associate); or both the Buyer's Agent Agent and the Seller's Agent (dual agent).
Buyer's Brokerage Firm
License No. Is the broker of (check one): the Buyer; or both the Buyer and Seller (dual agent).
Buyer's Agent
License No. Is (check one): the Buyer's Agent (salesperson or broker associate); or both the Buyer's Agent Agent and the Seller's Agent (dual agent).
The Parties acknowledge that other than the Brokers and Agents listed above, there are no other brokers and agents representing the Parties or due any fees and/or commissions under this Agreement. Buyer shall use the services of Buyer's Broker exclusively in connection with any and all negotiations and offers with respect to the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.
7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, firm, broker, agent or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers and Agents named in paragraph 7.1, and no broker, agent or other person, firm or entity, other than said Brokers and Agents is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, agent, finder or other similar party, other than said named Brokers and Agents by reason of any dealings or act of the indemnifying Party.
8. Escrow and Closing.
8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. In the event that there is any conflict between the provisions of the Agreement and the provisions of any additional escrow instructions the provisions of the Agreement shall prevail as to the Parties and the Escrow Holder.
8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.
8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail.
8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a PAGE 3 OF 11
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© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com
R&R ESTATES
01178768 X
Ric Castaneda
01178768 X
Keller Williams Commercial
01527033 X
Carolina Ruiz Wills
01275776 X
1837 Puente
general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement.
8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. (See also paragraph 11)
8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and are not instructions to Escrow Holder.
8.7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's Contingency, as defined in paragraph 9.2 or disapproval of any other matter subject to Buyer's approval, then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellation fees and costs.
8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions.
8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein.
8.10 If this Escrow is termination for any reason other than Seller's breach or default, then as a condition to the return of Buyer's deposit, Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property.
9. Contingencies to Closing.
9.1 IF, BEFORE EXPIRATION OF THE APPLICABLE TIME, BUYER FAILS TO PROVIDE ESCROW HOLDER WRITTEN NOTICE
OF BUYER'S DISAPPROVAL OF ANY OF BUYER'S CONTINGENCIES OR ANY OTHER MATTER THAT IS SUBJECT TO BUYER'S
APPROVAL IN THIS AGREEMENT, THEN BUYER SHALL BE CONCLUSIVELY DEEMED TO HAVE SATISFIED SUCH BUYER'S CONTINGENCIES AND/OR APPROVED OF SUCH OTHER MATTERS. If a number of days is completed in any of the optional spaces in subparagraphs 9.1 (a) through (m), then such number shall apply and override the pre-printed number, even if the pre-printed number is not stricken. The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies:
(a) Disclosure. Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR CRE ("AIR") standard form entitled "Seller's Mandatory Disclosure Statement"; if the Property was built prior to 1978, the attach Lead Based Hazards Addendum to this Agreement) and provide Buyer with a completed Property Information Sheet ("Property Information Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the matters disclosed.
(b) Physical Inspection. Buyer has 10 or days following the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the physical aspects and size of the Property. Seller recommends that the Buyer have the Property inspected with regard to the possible presence of wood destroying pests and organisms by a licensed structural pest control company. Any such report shall be paid for by Buyer.
(c) Hazardous Substance Conditions Report. Buyer has 30 or days following the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A "Hazardous Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal, state or local law.
(d) Soil Inspection. Buyer has 30 or days following the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 10 days of the Date of Agreement.
(e) Governmental Approvals. Buyer has 30 or days following the Date of Agreement to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters.
(f) Conditions of Title. Escrow Holder shall cause a current commitment for title insurance ( "Title Commitment") concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ( "Underlying Documents"), and a scaled and dimensioned plot showing the location of any easements to be delivered to Buyer within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to satisfy itself with regard to the condition of title. The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is not to remain PAGE 4 OF 11
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© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1837 Puente against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have the obligation, at Seller's expense, to satisfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey. Buyer has 30 or days following the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ( "ALTA") standards for an owner's policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto.
(h) Existing Leases and Tenancy Statements. Seller shall within 10 or days following the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements (collectively, "Existing Leases" ) affecting the Property, and with a tenancy statement ( "Estoppel Certificate") in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any tenant fails or refuses to provide an Estoppel Certificate then Seller shall complete and execute an Estoppel Certificate for that tenancy. Buyer has 10 days from the receipt of said Existing Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues.
(i) Owner's Association. Seller shall within 10 or days following the Date of Agreement provide Buyer with a statement and transfer package from any owner's association servicing the Property. Such transfer package shall at a minimum include: copies of the association's bylaws, articles of incorporation, current budget and financial statement. Buyer has 10 days from the receipt of such documents to satisfy itself with regard to the association.
(j) Other Agreements. Seller shall within 10 or days following the Date of Agreement provide Buyer with legible copies of all other agreements ( "Other Agreements") known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy itself with regard to such Agreements. (k) Financing. If paragraph 5 hereof dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan contingency.
(l) Existing Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or days following the Date of Agreement provide Buyer with legible copies of the Existing Notes, Existing Deeds of Trust and related agreements (collectively, "Loan Documents") to which the Property will remain subject after the Closing. Escrow Holder shall promptly request from the holders of the Existing Notes a beneficiary statement ("Beneficiary Statement") confirming: (1) the amount of the unpaid principal balance, the current interest rate, and the date to which interest is paid, and (2) the nature and amount of any impounds held by the beneficiary in connection with such loan. Buyer has 10 or days following the receipt of the Loan Documents and Beneficiary Statements to satisfy itself with regard to such financing. Buyer's obligation to close is conditioned upon Buyer being able to purchase the Property without acceleration or change in the terms of any Existing Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then Seller shall within 10 or days following the Date of Agreement provide Buyer with a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust. Buyer has 10 or days from the receipt of such documents to satisfy itself with regard to the form and content thereof. (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or days following the Date of Agreement to satisfy itself with regard to the title condition of such personal property. Seller recommends that Buyer obtain a UCC-1 report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it is aware of within 10 or days following the Date of Agreement. (n) Destruction, Damage or Loss. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing. (o) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. "Material Change" shall mean a substantial adverse change in the use, occupancy, tenants, title, or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing.
(p) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. (q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed by Seller and Brokers ("Brokerage Fee"). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement, without the written consent of Brokers.
9.2 The contingencies specified in subparagraphs 9.1(a) through (m) are for the benefit of, and may be waived by, Buyer, and are referred to collectively as "Buyer's Contingencies" and individually as a "Buyer's Contingency."
9.3 Buyer's timely and written disapproval or conditional approval of a Buyer's Contingency or any other matter that is subject to Buyer's approval in this Agreement shall constitute disapproval thereof ( "Disapproved Item(s)"). Concurrent with notice of a Disapproved Item, Buyer may make a request to Seller regarding such Disapproved Item ("Buyer's Request"). If Buyer fails to make a timely and written Buyer's Request, then this Agreement shall terminate due to the non-satisfaction and non-waiver of a contingency. Seller may respond to a Buyer's Request within 10 days following Seller's receipt thereof ( "Seller's Response" ). Seller's acceptance of a Buyer's Request shall amend this Agreement PAGE 5 OF 11
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© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1837 Puente accordingly. If Seller fails to provide a timely and written Seller's Response, then Seller's Response shall be deemed to be a rejection of Buyer's Request. Buyer may, within 10 days following the earlier of Buyer's receipt of a Seller's Response (which is not an acceptance of Buyer's Request) or the date of Seller's deemed rejection of a Buyer's Request ( "Buyer's Reply Period" ), reply to a Seller's Response ( "Buyer's Reply") and elect to (i) terminate this Agreement due to the non-satisfaction and non-waiver of the applicable contingency, (ii) accept the Seller's Response in which event this Agreement shall be amended accordingly, or (iii) withdraw Buyer's Request and waive the Disapproved Item in which event Buyer shall accept the Property subject to the Disapproved Item. If Buyer fails to provide a timely and written Buyer's Reply, then Buyer shall be deemed to have elected to terminate this Agreement as of the end of the Buyer's Reply Period. The date Buyer accepts a Seller's Response or withdraws a Buyer's Request and waives a Disapproved Item shall be the date of Buyer's approval of the Disapproved Item. A Party shall provide to Escrow Holder copy of all notices of a Disapproved Item, Buyer's Request, Seller's Response and Buyer's Reply and Escrow Holder shall promptly provide copies thereof to the other Party. Unless the Parties in writing agree otherwise, if the Expected Closing Date is a specific calendar date and a Buyer's Reply Period expires after such specific calendar date, then notwithstanding paragraph 1.1, the Expected Closing Date shall be extended to be 3 business days after the earlier of the date Buyer withdraws a Buyer's Request and waives the applicable Disapproved Item or Buyer accepts the applicable Seller's Response.
9.4 The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein.
10. Documents and Other Items Required at or Before Closing:
10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties.
10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:
(a) Grant or general warranty deed, duly executed and in recordable form, conveying fee title to the Property to Buyer. (b) If applicable, the Beneficiary Statements concerning Existing Note(s). (c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer.
The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent.
(d) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (e) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a ''nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (f) If applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer. (g) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property.
(h) Keys and/or other means to operate all locks, security systems, alarms, mailboxes and garage doors (collectively "Keys").
10.3 Buyer shall deliver to Seller through Escrow:
(a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow if at the time set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligations hereunder. Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note. (c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer.
(d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (e) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes. (f) If the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property.
10.4 At Closing, Escrow Holder shall: (i) deliver all Keys to Buyer, and (ii) cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller.
IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN
CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.
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11. Prorations and Adjustments.
11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.
11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property.
11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing.
11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing.
11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined.
11.6 Variations in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s), and in the event that a Beneficiary Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance of such Existing Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1(c) hereof ( "Existing Note Variation"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or increased by the amount of such Existing Note Variation.
11.7 Variations in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess.
11.8 Owner's Association Fees. Escrow Holder shall: (i) bring Seller's account with the association current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the association from Buyer's funds.
12. Representations and Warranties of Seller and Disclaimers.
12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and representations are true, material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers:
(a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder. (b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(n) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank.
(d) Compliance. Except as otherwise disclosed in writing, Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new leases or other agreements affecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld. (f) Possessory Rights. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in writing to Buyer. (g) Mechanics' Liens. There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property. (h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or utilize same. (i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(o)) affecting the Property that becomes known to Seller prior to the Closing. (j) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding.
(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (l) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer.
12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect of the occupational safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto.
12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty.
12.4 Any environmental reports, soil reports, surveys, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property.
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© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1837 Puente
13. Possession.
Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases.
14. Buyer's Entry.
At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith.
15. Further Documents and Assurances.
The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company.
16. Attorneys' Fees.
If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees and costs. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
17. Prior Agreements/Amendments.
17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.
17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
18. Broker's Rights.
18.1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulting Party shall be liable to and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting party, payment of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages.
18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transaction.
19. Notices.
19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, to the address set forth in this Agreement or by facsimile transmission.
19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.
19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made.
20. Duration of Offer.
20.1 If this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard applicable to the city of on the date of ,
it shall be deemed automatically revoked.
20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer.
21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties).
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS
AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE
BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.
Buyer Initials Seller Initials
22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both Parties.)
22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS
ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ( "COMMERCIAL RULES"). ARBITRATION HEARINGS SHALL BE PAGE 8 OF 11
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© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1837 Puente HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. THE NUMBER OF ARBITRATORS SHALL BE AS PROVIDED IN THE COMMERCIAL RULES AND EACH SUCH ARBITRATOR SHALL BE AN IMPARTIAL REAL ESTATE BROKER WITH AT LEAST 5 YEARS OF
FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE ARBITRATOR OR ARBITRATORS SHALL BE APPOINTED UNDER THE COMMERCIAL RULES AND
SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS
EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF.
JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.
22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF
COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE
ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.
22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT
TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
Buyer Initials Seller Initials
23. Miscellaneous.
23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed. Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding.
23.2 Applicable Law; Venue. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located. Any litigation or arbitration between the Parties hereto concerning this Agreement shall be initiated in the county in which the Property is located.
23.3 Time of Essence. Time is of the essence of this Agreement.
23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement.
23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. Seller and Buyer must initial and and all handwritten provisions.
23.7 1031 Exchange. Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to participate in a 1031 exchange. Any party initiating an exchange shall bear all costs of such exchange.
23.8 Equal Housing Opportunity. The Property is being sold in compliance with local, state and federal anti-discrimination laws.
23.9 NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES. This notice is being provided simply to inform you that information about the general location of has and hazardous liquid transmission pipelines is available to the public via the National Pipeline mapping system (NPMS) Internet Web site maintained by the United States Department of Transportation at http://www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines near the property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site.
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of the California Civil Code, as summarized in paragraph 24.2.
24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction, as follows:
(a) Seller's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the PAGE 9 OF 11
INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1837 Puente Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may not, without the express permission of the respective Party, disclose to the other Party confidential information, including, but not limited to, facts relating to either Buyer's or Seller's financial position, motivations, Bargaining position, or other personal information that may impact price, including Seller's willingness to accept a price less than the listing price or Buyer's willingness to pay a price greater than the price offered. (3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Buyer has the duty to exercise reasonably care to protect Buyer, including as to those facts about the Property which are known to Buyer or within Buyer's diligent attention and observation.
Both Seller and Buyer should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented, considering the relationship between them and the real estate agent in this transaction and that disclosure. Buyer and Seller each acknowledge receipt of a disclosure of the possibility of multiple representation by the Broker representing that principal. This disclosure may be part of a listing agreement, buyer representation agreement or separate document. Buyer understands that Broker representing Buyer may also represent other potential buyers, who may consider, make offers on or ultimately acquire the Property. Seller understands that Broker representing Seller may also represent other sellers with competing properties that may be of interest to this Buyer. Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this transaction may be brought against Broker more than one year after the Date of Agreement and that the liability (including court costs and attorneys' fees), of any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
24.3 Confidential Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential.
25. Construction of Agreement. In construing this Agreement, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.
26. Additional Provisions:
Additional provisions of this offer, if any, are as follows or are attached hereto by an addendum or addenda consisting of paragraphs through . (If there are no additional provisions write "NONE".) ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF WOOD DESTROYING PESTS OR
ORGANISMS AND/OR HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY
STRUCTURES AND OPERATING SYSTEMS, WHETHER OR NOT THE PROPERTY MEETS CURRENT CODES AND WHETHER OR NOT THE PROPERTY IS SUBJECT TO RENT CONTROL OR OTHER LOCAL RENTAL PROPERTY REGULATIONS.
WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
PAGE 10 OF 11
INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com Addendum to the Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated November 20,204
1837 Puente
NOTE:
1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.
2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.
The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof.
Date:
BROKER BUYER
Att: By:
Name Printed:Title:
Address: Title:
Phone:
Phone: Fax:
Fax: Email:
Email:
By:Federal ID No.:
Name Printed:Broker DRE License #:
Title:Agent DRE License #:
Phone:
Fax:
Email:
Address:
Federal ID No.:
Acceptance.27.
Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and27.1 conditions therein specified.
27.2 In consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to % of the Purchase Price to be divided between the Brokers as follows: Seller’s Broker % and Buyer’s Broker %. This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing.
27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT.
Date:
SELLERBROKER
Att: By:
Title: Name Printed:
Address: Title:
Phone:
Phone: Fax:
Fax: Email:
Email:
Federal ID No.: By:
Name Printed:Broker DRE License #:
Agent's DRE License #: Title:
Phone:
Fax:
Email:
Address:
Federal ID No.:
AIR CRE * https://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in writing.
PAGE 11 OF 11
INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. ROFA-11.30, Revised 10-12-2022 Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com Keller Williams Commercial
Carolina Ruiz Wills
Associate Broker
9483 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
(626)862-5654
[email protected]
01527033
01275776
The City of Baldwin Park
Enrique C. Zaldivar, P.E.,
Chief Executive Officer
R&R ESTATES
Ric Castaneda
Nicholas Edward Escujuri, Trustee
1837 Puente
65431.00106\42836033.4
1 Addendum to the Standard Offer, Agreement, and Escrow Instructions For Purchase of Real Estate
Date: November , 2024
By and Between:
B
uyer: The City of Baldwin Park
Seller: Nicholas Edward Escujuri, Trustee of the Nicholas Edward Escujuri Family Trust dated May 24, 2023
Property Address: 1837 Puente Avenue, Baldwin Park, California 91706 This Addendum is attached and made part of the Standard Offer, Agr eement, and Escrow Instructions For Purchase of Real Estate (the “Agreement”) ( the Agreement and the Addendum are hereinafter collectively referred to as the "Agreement"). In the event of any conflict between the provisions of this Addendum and the printed provisions of the Agreement, this Addendum shall control.
1. Purchase Price. The Purchase Price shall be the lesser of (i) $2,300,000 or (ii) the fair market value of the Property to be determined pursuant to Section 2 herein.
2. Appraisals/Fair Market Value Assessment. Within ten (1 0) days of Buyer obtaining approval of the grant funds pursuant to Section 6(b) below, Buyer shall order a fair market value appraisal report on the Property from a qualified, licensed appraiser (the "Buyer’s Appraisal"). If Seller objects in writing to Buyer’s Appraisal within three (3) business days after its receipt, Seller shall have the option, at Seller’s sole cost and expense, to order a secondary appraisal (“Seller’s Appraisal”) from a qualified, licensed appraiser within ten (10) days of notifying Buyer of its objection. The Appraisals shall each utilize comparable sales of non-residential properties in its valuation assessment. If the valuations determined in the Appraisals differ, the Purchase Price shall be determined by taking the average of the two A ppraisals. Each party shall provide the other with a copy of their respective appraisal promptly upon its completion.
The A ppraisals shall comply with all applicable appraisal requirements of the grant Program described in Section 6(b) below.
3. Plaque. Buyer agrees to display a commemor ative plaque to recognize Seller’s family in accordance with City policies and procedures.
4. Hazardous Materials and Environmental Review . To the best of Seller’s knowledge, Seller has not received any written notice of violation issued pursuant to any Environmental Law with respect to the Property or any use or condition thereof. Buyer’s future use and development of the Property is expressly conditioned upon compliance with the California Environmental Quality Act (CEQA) as Buyer shall conduct environmental review pursuant 65431.00106\42836033.4
2 to CEQA prior to taking any discretionary action with regard to any proposed development of the Property.
5. Buyer Contingencies to Closing. Notwithstanding Section 9 of the Agreement, i f Buyer fails to deliver to Seller notice of its approval or disapproval of the results of any Buyer Contingencies, Buyer shall be deemed to have disapproved such results. Buyer shall have the right to terminate the Agreement in its sole discretion if any conditions or contingencies under the Agreement are not satisfied, waived or disapproved by Buyer prior to the closing.
6. Additional Contingencies to Closing.
a. City Council Approval . Buyer is a public entity and as such, this Agreement is subject to the approval of the Baldwin Park City Council, upon its presentation for consideration at a duly called and agendized public meeting, and is subject to the Public Records Act and the Freedom of Information Act.
b. G rant Funds. This Agreement is expressly contingent upon Buyer obtaining grant funds in a sum equal to Two Million Dollars ($2,000,000) from the Los Angeles County Regional Park and Open Space District’s (RPOSD) Acquisition-Only Competitive Grant Program to complete the purchase of the Property, on terms acceptable to Buyer and execution of a grant agreement with RPOSD. In the event that Buyer is not awarded such grant funding, Buyer shall have the right in its sole discretion to terminate this Agreement without any liability or further obligation upon notice to Seller. Upon such termination, any deposits made by Buyer shall be promptly refunded, and neither party shall have any further claims or obligations under this Agreement.
c. C
ondition of Property on Closing. The Property shall be delivered vacant and free of any personal property, debris and trash.
d. F air Market Value Final Determination . The Parties mutually agree on a f inal Purchase Price pursuant to Section 2.
7. Agency Commission . Seller shall pay Buyer’s Agency Commission at 3% of the net Purchase Price.
65431.00106\42836033.4
3 IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above.
Seller:
Nicholas Edward Escujuri, Trustee of the Nicholas Edward Escujuri Family Trust dated May 24, 2023
By:
Nicholas Edward Escujuri, Trustee
Buyer:
City of Baldwin Park,
a California municipal corporation
By:
Enrique C. Zaldivar, P.E.
Chief Executive Officer
City of Baldwin Park • City Council/Administration Department 14403 E. Pacific Ave. • (626) 813-5204 • Email: [email protected]
September 18, 2024
VIA E-MAIL
Nicholas Edward Escujuri Family Trust Dated May 24, 2023 c/o Nicholas Edward Escujuri, Trustee
1845 Puente Avenue
Baldwin Park, CA 91706
Email:
Re: Letter of intent for the purchase of approximately 23,890 square feet property located at 1837 Puente Avenue, Baldwin Park, California 91706 (APN: 8558-002-036)
Dear Mr. Escujuri:
The City of Baldwin Park ( the “City”) hereby expresses interest in purchasing the Property (as hereinafter defined) from Nicholas Edward Escujuri Family Trust dated May 24, 2023 (“Seller”). This letter (the "Letter of Intent") will set forth the basic terms and conditions upon which City wou ld be willing to enter into a definitive purchase and sale agreement (the "Purchase Agreement") with Seller, prepared by City’s counsel on the terms and conditions set forth below and such other terms as are mutually satisfactory to City and Seller. No bi nding agreement shall exist between City and Seller with respect to the conveyance of the Property, or the consummation of the transactions described herein, unless and until the Purchase Agreement has been duly executed and delivered by both City and Seller.
1. Property: The property consists of approximately 23,890 square feet and is improved with two residential units located at 1837 Puente Avenue, Baldwin Park, CA 91706 (Assessor’s Parcel No. 8558- 002-036) (the “Property”) as further described below:
That portion of Lot 37 of El Monte Walnut Place Book 6 Page 104 of Maps, in the Office of the Los Angeles County Recorder, described as follows: Beginning at the most Easterly corner of said Lot; thence Northwesterly along the Northeasterly line of said Lo t, 225 feet; thence Southwesterly at right angles to said Northeasterly line, 117 feet; thence Southeasterly parallel with said Northeasterly line, 225 feet to the Southeasterly line of said lot; thence Northeasterly along said Southeasterly line, 117 feet to the point of beginning.
2. Fair Market Value Assessment: City shall commission and pay for a fair market value appraisal report on the Property ("Report") to be completed prior to Closing of Escrow.
3. Purchase Agreement. Upon execution of this Letter of Intent, City and Seller shall attempt to negotiate and execute the Purchase Agreement as soon as reasonably possible. Notwithstanding the foregoing or anything herein to the contrary, neither party would have any obligation to enter into the Purchase Agreement or to buy or to sell the Property until final execution of the Purchase Agreement. As part of the Purchase Agreement, Enrique C. Zaldivar, P.E., CEO/City Manager
City of Baldwin Park • City Council/Administration Department 14403 E. Pacific Ave. • (626) 813-5204 • Email: [email protected] City and Seller would make customary representations and warranties about its respective ability to enter in to and complete the proposed transaction. The Purchase Agreement shall be subject to the approval of Baldwin Park City Council at a Publicly Noticed City Council Meeting.
4. Purchase Price: The purchase price shall be lesser of: Two Million Dollars ($2,000,000) or the appraised value determined in the Report ("Purchase Price").
5. Opening of Escrow: If City and Seller enter into the Purchase Agreement; escrow shall be opened.
6. Deposit: Within three (3) business days after the Opening of Escrow, City shall deposit the sum of One Thousand Dollars and 00/100 ($1,000.00) into an interest-bearing account for the benefit of Seller. The Deposit will be fully applicable to the Purchase Price. The Deposit shall be nonrefundable (a) unless Seller is unable or unwilling to sell the Property as required pursuant to the Purchase Agreement or (b) as otherwise provided in the section entitled "Due Diligence Period.”
7. Due Diligence Period:
a. City shall have until January 31, 2025 to conduct due diligence of the Property. No later than three (3) days after the Effective Date (defined below), Seller shall provide City with copies of all documents in Seller's possession or control relating to the Property, including but not limited to, zoning, use permits, easements, leases, government approvals and entitlements, engineering drawings, biological surveys or reports, water rights and water quality reports, grading plans, improvement plans, conditions of approval, soils reports, surveys, and environmental reports ("Due Diligence Materials"). On or before the expiration of the Due Diligence Period, City, in its sole and absolute discretion and for any reason whatsoever, or no reason, shall have the right to terminate the Purchase Agreement. In the event City effectively terminates the Purchase Agreement, (a) City shall receive a full refund of the Deposit, plus interest actually earned thereon, and (b) except for obligations that the Purchase Agreement expressly states survive termination, neither party shall have any further rights against the other. On or prior to the end of the Due Diligence Period, City shall give Seller notice of its approval of the Property and Due Diligence Materials. City may extend the Due Diligence Period for a period not to exceed 30 days by delivering written notice of such extension to Seller.
b. Right of Access. Upon City's Deposit, City may proceed with its due diligence investigation and analysis of the Property and the proposed transaction. During the Due Diligence Period, Seller shall give City and its inspecting agents, architects and engineers full access to the Property for purposes of conducting physical and environmental inspections of the Property and a detailed review of contracts, books, records, accounts and other matters pertaining thereto; provided, however, that City shall not conduct any test that disturbs the condition of the Property without Seller's prior approval, not to be unreasonably withheld or delayed. City shall indemnify Seller against any claims which arise due to City's entry on the Property by City or its agents.
City of Baldwin Park • City Council/Administration Department 14403 E. Pacific Ave. • (626) 813-5204 • Email: [email protected] c. Approval of Preliminary Title Reports . Thirty (30) days after the effective date of the Purchase Agreement (“Effective Date”), City shall approve or disapprove the Preliminary Title Report and exceptions. Seller shall provide to City at Seller's expense, within five (5) days after the Effective Date, the Preliminary Title Report and copies of all documents referred to therein. Should City disapprove the condition of title, Seller shall have five (5) days from receipt of City's notice of disapproval of any title exceptions to agree to clear City's disapproval or, at City's option, the Purchase Agreement shall be terminated. Seller shall agree to remove monetary liens other than nondelinquent property taxes and assessments and to clear all possessory or license interests by the Closing. Title to the Property shall be delivered free and clear of all liens, encumbrances, easements, covenants, leases, and other matters except for those matters approved by City as set forth herein.
8. Closing of Escrow : Escrow shall close on or before February 28, 2025 . Seller shall pay all escrow and title closing costs and fees associated with this transaction. City is exempt from transfer tax and recording fees. Each party shall pay the costs and expenses of the attorneys, accountants, and other consultants that it employs.
9. Seller's Representations and Warranties . The Purchase Agreement will contain standard representations and warranties by Seller, including representations concerning the physical condition of the Property, status of leases and contracts, and the absence of hazardous materials, lawsuits and other adverse facts or conditions relating to the Property.
10. Status of Title. Seller shall convey title to the Property by grant deed free and clear of all liens, encumbrances, easements, covenants and other matters except for those matters approved by City as set forth in paragraph 7(c) above. Upon City’s request, Seller must provide, at Seller’s expense, a standard ALTA policy of Title Insurance in the amount of the Purchase Price, issued by escrow holder's underwriter. City has the right to conduct a survey, at City’s expense, and obtain an extended ALTA policy, with the extended policy premium at City’s expense.
11. Governing Law . This Letter of Intent and the Purchase Agreement and all related transactions will be governed by the laws of the State of California and venue for any action or proceeding to interpret or enforce the terms of any such agreements shall be in the County o f Los Angeles, State of California.
12. Authority. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Letter of Intent on behalf of the parties hereto.
13. Integration. This Letter of Intent constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
This letter is not intended to create a binding contract between City and Seller. Both parties acknowledge that this Letter of Intent does not include all of the terms of the Purchase Agreement. Neither City nor Seller will be found liable unless and until a detailed Purchase Agreement is fully negotiated and executed by both parties.
City of Baldwin Park • City Council/Administration Department 14403 E. Pacific Ave. • (626) 813-5204 • Email: [email protected] Should City and Seller fail to negotiate and enter into a binding Purchase Agreement, this Letter of Intent, shall become null and void.
If the above terms above are acceptable to you, please sign on the next page and return a complete copy of this Letter of Intent, by September 25, 2024.
Sincerely,
Enrique C. Zaldivar, P.E.
Chief Executive Officer
City of Baldwin Park
The terms and conditions of the foregoing Letter of Intent, are hereby accepted on , 2024.
Seller:
Nicholas Edward Escujuri Family Trust Dated May 24, 2023
_______________________________________
Nicholas Edward Escujuri, Trustee
STAFF REPORT
ITEM NO. _____10_____
TO: Honorable Mayor and Members of the City Council
FROM: Manuel Carrillo Jr., Director of Recreation and Community Services
DATE: December 4, 2024
SUBJECT: Delegate Authority for Award of Informal Contract for New Surveillance System for Susan Rubio Zocalo Park
SUMMARY
The purpose of this staff report is for City Council to delegate authority pursuant to section 22034, subd. (c) of the Public Contract Code to the Director of Recreation & Community Services or designee to award an informal contract for a new surveillance system at Susan Rubio Zocalo Park.
RECOMMENDATION
It is recommended that the City Council:
1. Delegate authority to the Director of Recreation & Community Services to award an informal contract for a new surveillance system at Susan Rubio Zocalo Park pursuant to section 22034, subd. (c) of the Public Contract Code, and to execute a contract in connection therewith approved as to form by the City Attorney; and
2. Authorize the Director of Finance to appropriate Community Enhancement Fund #210 to cover the cost and make necessary amendments to the budget and set up new account numbers accordingly.
FISCAL IMPACT
The project has no fiscal impact to the General Fund budget at this time. The system can be funded through the Community Enhancement Fund #210 in the amount to be determined and not to exceed $ 110,000. Through the budget process a line-item appropriation of $5,039 will be requested every ten (10) years for licensing fees.
BACKGROUND
Section 22034, subd. (c) of the Public Contract Code authorizes the City Council to delegate to staff authority to award informal contracts for public projects. An informal contract is awarded to the lowest responsible responsive bidder, and may only be awarded by staff delegate authority when the successful bidder’s bid is not in excess of two hundred thousand dollars ($200,000).
The Susan Rubio Zocalo Park currently lacks a surveillance system. The Baldwin Park Police Department utilizes the Verkada surveillance system and has expressed high satisfaction with its performance. Verkada is a recognized leader in the security surveill ance industry, known for its advanced cloud -based access and storage solutions.
These innovative features enable reliable, real-time monitoring and efficient data management, making Verkada an ideal choice for enhancing security in community spaces like Susan Rubio Zocalo Park.Verkada’s cloud-based access control integrates seamless with video security to provide users with real -time footage of access events.
Verkada’s line of hybrid cloud cameras leverage powerful on -board processing to deliver advanced r etention, including options up to 365 days of continuous recordings while creating automatic cloud back -up storage. The system with permission can be accessed anywhere, anytime, on any device. All cameras come with a 10 -year warranty (next day delivery o n all replacements), devices can be easily swapped by staff (no onsite technician
visits needed), all software updates are included and are delivered to cameras automatically. The system provides a technical support response within five (5) minutes to assist or troubleshoot the system. Staff will receive training for the new surveillan ce system. The system requires a license renewal every ten (10) years for an amount of $5,039.
Verkada devices are compliant against some of the strictest data handling and security standards and are certified with the 2019 National Defense Authorization Act’s (NDAA) Section 889 that prohibits US Government bodies from purchasing video communications equipment from specific Chinese manufacturers. The Trade Agreement Act (TAA) of 1979 requires products available to these bodies on the GSA Schedules to be manufactured in certain designed countries. The Verkada CB, CD, CM, and CF series cameras are made with US-based Ambarella chips and comply with both NSAA and TAA.
Because time is of the essence, and because staff needs to exhaust the informal competitive bidding process under section 22000 et seq. of the Public Contract Code before an award of the contract can be made by the City, staff recommends this action so that the award of this contract is not delayed until the next City Council meeting and the improvements can enter into service earlier to promote public safety at the earliest practicable opportunity
ALTERNATIVES
The alternative is not to delegate authority and to require any such contract to be presented to the City Council for approval prior to award and commencement of work.
LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.
ATTACHMENTS
1. None
STAFF REPORT
65431.00107\42975887.3
ITEM NO. _____11_____
TO: Honorable Mayor and Members of the City Council
FROM: Rose Tam, Director of Finance
DATE: December 4, 2024
SUBJECT: American Rescue Plan Act (ARPA) Obligation
SUMMARY
The American Rescue Plan Act of 2021 (ARPA) was signed into law on March 11, 2021, providing $350 billion in additional funding for state and local governments to assist in pandemic rescue and recovery efforts. The City of Baldwin Park was allocated and re ceived $22,917,903. All projects funded through ARPA must be fully obligated by December 31, 2024. Staff has prepared Interagency Agreements between City Council and each Department to contractually obligate ARPA funded projects. The agreements will ensure that the City is in compliance with the federal guidelines allowing it to expend the remaining ARPA funds by December 31, 2026.
RECOMMENDATION
Staff recommends that the City Council
1. Approve the Interagency Agreements for each department in substantial form to that attached as Attachments 1 through 6; and
2. Authorize the Mayor, and the Chief Executive Officer (CEO) and Department Directors to execute the respective Interagency Agreements, and make necessary non-substantive changes, as may be approved by the City Attorney; and
3. Direct the CEO and Department Directors to refine ARPA projects and programs scopes to ensure compatibility under the eligible use Rules of ARPA; and
4. Authorize the Director of Finance to reappropriate from the remaining available ARPA funds, make necessary budget adjustments, and set up new account numbers needed accordingly.
FISCAL IMPACT
There is no fiscal impact on the General Fund. By obligating the remaining available ARPA funds, the City will be able to expend the projected remaining $8,574,596 through December 31, 2026.
BACKGROUND
The American Rescue Plan Act of 2021 (ARPA) was signed into law on March 11, 2021, to provide additional funding for state and local governments to assist in pandemic rescue and recovery efforts. Since , the City has received $22,917,903 in ARPA funds from the U.S. Department of Treasury , and with the City Council’s direction, we have allocated the grants to 68 projects and programs aimed at providing assistance to the community. These include , but are not limited to support for senior citizens, local school students, youth workforce programs, homeless assistance, and assistance to nonprofit organizations and local businesses. The grants also support the City’s various programs and projects, which aim to promote safety and address infrastructure needs within the community.
The ARPA funds are required to be obligated by December 31, 2024, and expended by December 31, 2026. To meet the obligation deadline, the City shall obligate the remaining available ARPA funds by entering into interagency agreements to commit the funds to ARPA eligible projects, programs and services and similar transactions that require payment. Failure to execute these agreements will result in the City’s remaining ARPA funds being returned to the U.S. Treasury.
65431.00107\42975887.3
At this time, staff has prepared each interagency agreement with estimated amounts to be obligated as set forth below. Staff requests that the City Council permit the CEO and Director of Finance to finalize the total amount obligated per agreement based on program eligibility to ensure City’s ARPA funds are obligated by December 31, 2024:
The interagency agreement between City and Administration Department with an obligated amount of $211,905.
The interagency agreement between City and Finance Department with an obligated amount of $70,000.
The interagency agreement between City and Community Development Department with an obligated amount of $440,000.
The interagency agreement between City and Police Department with an obligated amount of $1,087,233.
The interagency agreement between City and Public Works Department with an obligated amount of $5,802,846.
The interagency agreement between City and Recreation and Community Services Department with an obligated amount of $962,611.
Each interagency agreement obligates the funds for a specific scope of work that is eligible under ARPA.
ALTERNATIVES
City Council may direct staff with a desired alternative by deducting amounts from an ARPA funded project and applying it to another ARPA eligible project and to amend the affected agreements accordingly by December 31, 2024.
LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.
ATTACHMENTS
1. Interagency Agreement between City Council and Administration Department
2. Interagency Agreement between City Council and Finance Department
3. Interagency Agreement between City Council and Community Development Department
4. Interagency Agreement between City Council and Police Department
5. Interagency Agreement between City Council and Public Works Department
6. Interagency Agreement between City Council and Recreation and Community Services Department
65431.00107\42975881.3
INTER-AGENCY AGREEMENT
BETWEEN
CITY OF BALDWIN PARK
AND
ADMINISTRATION DEPARTMENT
THIS INTER-AGENCY AGREEMENT (“Agreement”) is entered into this ____ day of December, 2024 (the “Effective Date”), by and between the City of Baldwin Park , a California municipal corporation (the “City”) and the ADMINISTRATION DEPARTMENT of the City of Baldwin Park (“Department”). Each party is at times individually referred to as a “Party” and collectively as the “Parties” herein.
WHEREAS, the 2021 American Rescue Plan Act (“ARPA”) established the Coronavirus State Fiscal Recovery Fund (“CSFRF”) and Coronavirus Local Fiscal Recovery Fund (“CLFRF”), together known as the Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) program, which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to help turn the tide on the pandemic, address its economic fallout, and lay the foundation for a strong and equitable recovery. provided $22,917,903 million to the City of Baldwin Park from the State and Local Fiscal Recovery Fund (“SLFRF”);
WHEREAS, The City received federal funding in the form of the SLFRF under ARPA in response to the coronavirus (“COVID -19”) pandemic. These funds may be used to carry out a wide range of community development activities, including those that benefit local communities;
WHEREAS, The interim final rule on SLFRF was issued by the Department of the Treasury effective May 17, 2021 with the final rule issued by the Department of the Treasury effective April 1, 2022. On December 29, 2022, Congress amended the SLFRF program in the Consolida ted Appropriations Act, 2023 (“2023 CAA”) to provide state, local, territorial and Tribal governments more flexibility to use SLFRF funds to provide emergency relief from natural disasters, build critical transportation infrastructure, and support communit y development. On August 10, 2023, Treasury released an interim final rule implementing these new eligible uses, and this interim final rule was published in the Federal Register on September 20, 2023. Collectively the rules passed provide the rules and guidelines for how the ARPA funds may specifically be spent (the interim and final rules passed between 2021 and 2023 are herein referred to as the “Rule”);
WHEREAS, under ARPA, the City may enter into this Agreement to memorialize the Department’s responsibilities with regards to the ARPA funding designated in this agreement;
WHEREAS, the City and the Department enter into this Agreement to memorialize each other’s responsibilities in regard to the ARPA funding for the program;
WHEREAS, the City and the Department intend that this Agreement constitutes a transaction requiring payment and an obligation for the purposes of the SLFRF Program and the Rule; and
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
A. SCOPE OF WORK AND PAYMENT OF FUNDS
City hereby agrees to provide ARPA funding, in the amount set forth below, to the Department for the specific purposes listed and described and shall pay for those purposes as scheduled in Exhibit “A” which is appended hereto and made a part of this Agreement.
65431.00107\42975881.3
B. TERM
The term of this Agreement shall be from the Effective Date through December 31, 2026 , unless terminated earlier in accordance with this Agreement.
C. FINANCIAL AND PERFORMANCE REQUIREMENTS
1. Funding. Subject to the availability of ARPA funding, City shall authorize the Director of Finance to obligate, from the remaining available ARPA funds, to the Department for the program, in an amount not to exceed two hundred eleven thousand nine hundred five dollars ($211,905) (the “Funds”) for the term and make necessary budget adjustments. Any expenditures or costs incurred by Department in excess of this amount shall be the sole responsibility of Department.
2. Restrictions on the use of funds . The City shall make ARPA funding as specified in this Agreement available for use. The ARPA funding shall be used solely to provide the services described in this Agreement and in Exhibit A, and all eligible expenses must be incurred and expended by December 31, 2026. The Department shall comply with the ARPA funding requirements and the City’s purchasing policy. The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
3. Documentation, Records, and Audit Requirements. The Department shall maintain true, proper and complete documentation that evidences the Department’s expenditures for approved uses of the Funds (“Records”) through December 31, 2026. The Department shall provide supporting documents and corresponding reports to the City as requested by the City to meet any reporting deadlines. The Department shall retain all documents and records related to this Agreement until at least December 31, 2031 – which is five (5) years from December 31, 2026. This section shall survive the termination of this Agreement.
4. Agreement Management. In the event the Department utilizes subrecipients, contractors, or awards funds to grantees, the Department shall collect data to ensure progress towards achieving the scope of the funds in this Agreement. This includes an obligation to conduct regular, c onsistent, and documented monitoring and oversight over subrecipients, contractors, and grantees, as applicable. The Department shall ensure all sub - agreements entered into to execute this Agreement shall comply with all federal, state, and local laws. This includes sub-agreement compliance with ARPA and the federal provisions in Exhibit “B”.
D. VIOLATIONS AND TERMINATION
1. Effect of Violations. If the City discovers that the Department has breached any part of this Agreement or made a material misrepresentation, fails to provide documents and Records under this Agreement, fails to meet the milestones set forth in this agreement, or otherwise fa lsified any document provided to City to support the Department’s intent on the use of the Funds, or the Department has misused the Funds or used them for an ineligible expenditure, the Department shall return the entirety of the Funds to the City within ten (10) calendar days of the City’s written notice and this Agreement will be immediately terminated. The City’s decision shall be final. Additionally, the City shall have all other remedies besides the remedy provided herein to enfor ce this Agreement.
2. Termination. Notwithstanding anything to the contrary herein, the City shall have the right to terminate the Agreement immediately, with or without cause, at any time, by providing written notice to the Department. 65431.00107\42975881.3
Upon termination, the City shall have no further obligation to provide any Funds to the Department. The City has the sole and absolute discretion to terminate the Funds or any portion thereof at any time.
E. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both the Department and the City and approved as to form by the City Attorney.
F. GENERAL PROVISIONS AND CONDITIONS
1. Compliance with Laws. The City and Department shall comply with all federal, state, and local laws, whether now in force or hereinafter enacted, and shall comply with all state and county guidance regarding the COVID-19 pandemic. Any violation of the laws shall constitute a material breach of this Agreement and entitles the City to terminate this Agreement immediately, with written notice to the Department.
2. No Duplication of Funding. The Department shall not use different sources of federal funding to pay for the same services. The Department shall not use ARPA funding to pay for the same work that was reimbursed or paid by other sources of funding (e.g., FEMA or CARES funding).
3. Governing Law and Venue. This Agreement shall be construed by and governed under the laws of the State of California and subject to the jurisdiction of a court of competent jurisdiction in City of Baldwin Park.
4. No Assignment. This Agreement shall not be assigned by the Department to another party without the prior approval from the City. This Agreement shall be binding upon the parties hereto and their successors and assigns.
5. Notice. Any notice required or permitted under this Agreement shall be in writing, be delivered by a reasonable and verifiable means (e.g., in person, mail, or e-mail) and be considered delivered upon receipt of the other party.
All notices, demands, requests or approvals shall be addressed to the following:
If to the City: If to the Department:
Attn: Rose Tam
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
Attn: Enrique Zaldivar
Chief Executive Officer
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
6. Incorporation. The above recitals and attached exhibits are true and correct and hereby incorporated as part of this Agreement.
7. Final Agreement. This Agreement constitutes the entire, full, and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein.
8. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 65431.00107\42975881.3
9. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF , the parties hereby evidence their agreement to the above terms and conditions by having caused this Agreement to be executed below.
ADMINISTRATION DEPARTMENT
By: __________________________________________
Enrique Zaldivar, P.E., CEO Date
CITY OF BALDWIN PARK
By: __________________________________________
Emmanuel Estrada, Mayor Date
ATTEST
By: __________________________________________
Christopher Saenz, City Clerk Date
APPROVE AS TO FORM
By: __________________________________________
Norma Tabares, City Attorney Date
65431.00107\42975881.3
EXHIBIT A
SCOPE OF SERVICES / SCHEDULE OF COMPENSATION
ADMINISTRATIVE DEPARTMENT
ARPA FUNDING OBLIGATION
(1) The Department will implement the program in accordance with this Agreement and Exhibit.
(2) The Department’s implementation may include but not limited to contracting with subrecipients, grantees, or contractors. The Department shall monitor and oversee each party, as applicable, and shall provide budget oversight, and reports and evaluation of execution of the funds.
(3) The Department is responsible for providing all financial reports, receipts, and ledgers of expenditures under this award for the annual audit of the City. This financial information may be provided in a manner consistent with the financial reporting curre ntly undertaken between the Department and the City.
Department is responsible to ensure ARPA spending is in compliance with the Office of Management and Budget (OMB) 2 CFR Chapter 1, Chapter II, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Final Rule, as applicable.
(4) The Department is provided ARPA funds under this Agreement to provide the services laid out in this Agreement and Exhibit.
Scope of Services
The Department is responsible for administering the funds based on the scope of work listed below:
Description/Project Name ARPA Category City Project
No.
Remaining Amount
to be Re-Obligated Scope of Work
Citywide Website Annual Hosting and
Maintenance Support
Revenue
Replacement 11516 $ 41,570 Citywide Website Annual Hosting and Maintenance Support
Technology Equipment for Recreation and
Community Services facilities
Revenue
Replacement 51009 $ 45,000
Purchase technology equipments including but
not limited to Dell PowerStor SSD, Meraki Wi-Fi
Access Points, IT Workstations and laptops, UPS
and Netgear ObiGuest Wi-Fi
NextGen Youth Workforce Program w/Goodwill
Assistance to
Unemployed or
Underemployed
Workers (e.g. job
training,
subsidized
employment,
employment
supports or
incentives)
17518 $ 125,335 Provide students with work experience to prepare them for future workforce
211,905$ Total Obligation
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Schedule of Compensation
City is responsible for:
(1) The City shall make $211,905 of ARPA funding as specified in this Agreement available for use.
The Department is responsible for:
(1) The Department shall ensure ARPA funding shall be used solely to provide the services described in this Agreement and in this Exhibit A.
(2) The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
(3) The Department shall ensure all eligible expenses are incurred and expended by December 31, 2026.
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EXHIBIT B
Federal Contract Provisions
The Department shall follow all provisions of this Exhibit, as well as all other rules and regulations regarding ARPA. Further, the Department shall ensure this exhibit is attached to all subrecipient agreements made and flow down the necessary provisions to Contractors.
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit B. (a) Federal Provisions.
Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. A s applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
(i) Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”);
(ii) U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; (iii) Treasury Compliance and Reporting Guidance for the Act; (iv) 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury. If the project under this Agreement is being completed under the Revenue Loss category, the Consultant shall ensure that local and state procurement laws are followed; (v) Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and (vi) Federal contract provisions attached hereto as Exhibit B and incorporated herein by reference.
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law an d except as otherwise required under federal law or regulation, the more stringent requirement shall control.
REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.
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Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:
(i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to emplo yees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another e mployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.
(iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consu ltant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (v) The Consultant will 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. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as pro vided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant 65431.00107\42975881.3
will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local g overnment, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.
The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discha rge of the agency's primary responsibility for securing compliance.
The City further agrees that it will refrain from entering into any contract o r contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applican t under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or sh e is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be c omputed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to 65431.00107\42975881.3
work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work perform ed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sum s as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inve ntions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..
Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3 ) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 1 80.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in 65431.00107\42975881.3
addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disq ualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.
Appendix II to Part 200 (I) – Byrd Anti -Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or at tempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a m anner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the c ontract performance schedule; meeting contract performance requirements; or at a reasonable price.
(iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
(iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(v) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology a s part of any system funded under this Agreement.
As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and 65431.00107\42975881.3
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 2) Telecommunications or video surveillance services provided by such entities or using such equipment.
3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (vi) See Public Law 115-232, section 889 for additional information.
Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(vii) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (viii) For purposes of this section:
1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. 65431.00107\42975881.3
Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.
COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL
RECOVERY FUND AWARD TERMS AND CONDITIONS
Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.
Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other a pplicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(viii) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ix) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
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(x) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(xi) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (xii) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
1) A member of Congress or a representative of a committee of Congress; 2) An Inspector General;
3) The Government Accountability Office;
4) A Treasury employee responsible for contract or grant oversight or management; 5) An authorized official of the Department of Justice or other law enforcement agency;
6) A court or grand jury; or
7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct.
Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on -the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.
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Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:
(i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders su ch as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, ar e limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:
The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulat ions, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, 65431.00107\42975881.3
mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. (ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non -compliance, including any voluntary compliance or other agreements between the Consultant and the administr ative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If Consultant makes sub -awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.
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INTER-AGENCY AGREEMENT
BETWEEN
CITY OF BALDWIN PARK
AND
FINANCE DEPARTMENT
THIS INTER-AGENCY AGREEMENT (“Agreement”) is entered into this ____ day of December, 2024 (the “Effective Date”), by and between the City of Baldwin Park , a California municipal corporation (the “City”) and the FINANCE DEPARTMENT of the City of Baldwin Park (“Department”). Each party is at times individually referred to as a “Party” and collectively as the “Parties” herein.
WHEREAS, the 2021 American Rescue Plan Act (“ARPA”) established the Coronavirus State Fiscal Recovery Fund (“CSFRF”) and Coronavirus Local Fiscal Recovery Fund (“CLFRF”), together known as the Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) program, which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to help turn the tide on the pandemic, address its economic fallout, and lay the foundation for a strong and equitable recovery. provided $22,917,903 million to the City of Baldwin Park from the State and Local Fiscal Recovery Fund (“SLFRF”);
WHEREAS, The City received federal funding in the form of the SLFRF under ARPA in response to the coronavirus (“COVID -19”) pandemic. These funds may be used to carry out a wide range of community development activities, including those that benefit local communities;
WHEREAS, The interim final rule on SLFRF was issued by the Department of the Treasury effective May 17, 2021 with the final rule issued by the Department of the Treasury effective April 1, 2022. On December 29, 2022, Congress amended the SLFRF program in the Consolida ted Appropriations Act, 2023 (“2023 CAA”) to provide state, local, territorial and Tribal governments more flexibility to use SLFRF funds to provide emergency relief from natural disasters, build critical transportation infrastructure, and support communit y development. On August 10, 2023, Treasury released an interim final rule implementing these new eligible uses, and this interim final rule was published in the Federal Register on September 20, 2023. Collectively the rules passed provide the rules and guidelines for how the ARPA funds may specifically be spent (the interim and final rules passed between 2021 and 2023 are herein referred to as the “Rule”);
WHEREAS, under ARPA, the City may enter into this Agreement to memorialize the Department’s responsibilities with regards to the ARPA funding designated in this agreement;
WHEREAS, the City and the Department enter into this Agreement to memorialize each other’s responsibilities in regard to the ARPA funding for the program;
WHEREAS, the City and the Department intend that this Agreement constitutes a transaction requiring payment and an obligation for the purposes of the SLFRF Program and the Rule; and
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
A. SCOPE OF WORK AND PAYMENT OF FUNDS
City hereby agrees to provide ARPA funding, in the amount set forth below, to the Department for the specific purposes listed and described and shall pay for those purposes as scheduled in Exhibit “A” which is appended hereto and made a part of this Agreement.
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B. TERM
The term of this Agreement shall be from the Effective Date through December 31, 2026 , unless terminated earlier in accordance with this Agreement.
C. FINANCIAL AND PERFORMANCE REQUIREMENTS
1. Funding. Subject to the availability of ARPA funding, City shall authorize the Director of Finance to obligate, from the remaining available ARPA funds, to the Department for the program, in an amount not to exceed seventy thousand dollars ($70,000) (the “Funds”) for the term and make necessary budget adjustments.
Any expenditures or costs incurred by Department in excess of this amount shall be the sole responsibility of Department.
2. Restrictions on the use of funds . The City shall make ARPA funding as specified in this Agreement available for use. The ARPA funding shall be used solely to provide the services described in this Agreement and in Exhibit A, and all eligible expenses must be incurred and expended by December 31, 2026. The Department shall comply with the ARPA funding requirements and the City’s purchasing policy. The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
3. Documentation, Records, and Audit Requirements. The Department shall maintain true, proper and complete documentation that evidences the Department’s expenditures for approved uses of the Funds (“Records”) through December 31, 2026. The Department shall provide supporting documents and corresponding reports to the City as requested by the City to meet any reporting deadlines. The Department shall retain all documents and records related to this Agreement until at least December 31, 2031 – which is five (5) years from December 31, 2026. This section shall survive the termination of this Agreement.
4. Agreement Management. In the event the Department utilizes subrecipients, contractors, or awards funds to grantees, the Department shall collect data to ensure progress towards achieving the scope of the funds in this Agreement. This includes an obligation to conduct regular, c onsistent, and documented monitoring and oversight over subrecipients, contractors, and grantees, as applicable. The Department shall ensure all sub - agreements entered into to execute this Agreement shall comply with all federal, state, and local laws. Thi s includes sub-agreement compliance with ARPA and the federal provisions in Exhibit “B”.
D. VIOLATIONS AND TERMINATION
1. Effect of Violations. If the City discovers that the Department has breached any part of this Agreement or made a material misrepresentation, fails to provide documents and Records under this Agreement, fails to meet the milestones set forth in this agreement, or otherwise fa lsified any document provided to City to support the Department’s intent on the use of the Funds, or the Department has misused the Funds or used them for an ineligible expenditure, the Department shall return the entirety of the Funds to the City within t en (10) calendar days of the City’s written notice and this Agreement will be immediately terminated. The City’s decision shall be final. Additionally, the City shall have all other remedies besides the remedy provided herein to enforce this Agreement.
2. Termination. Notwithstanding anything to the contrary herein, the City shall have the right to terminate the Agreement immediately, with or without cause, at any time, by providing written notice to the Department. 65431.00107\42975881.3
Upon termination, the City shall have no further obligation to provide any Funds to the Department. The City has the sole and absolute discretion to terminate the Funds or any portion thereof at any time.
E. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both the Department and the City and approved as to form by the City Attorney.
F. GENERAL PROVISIONS AND CONDITIONS
1. Compliance with Laws. The City and Department shall comply with all federal, state, and local laws, whether now in force or hereinafter enacted, and shall comply with all state and county guidance regarding the COVID-19 pandemic. Any violation of the laws shall constitute a material breach of this Agreement and entitles the City to terminate this Agreement immediately, with written notice to the Department.
2. No Duplication of Funding. The Department shall not use different sources of federal funding to pay for the same services. The Department shall not use ARPA funding to pay for the same work that was reimbursed or paid by other sources of funding (e.g., FEMA or CARES funding).
3. Governing Law and Venue. This Agreement shall be construed by and governed under the laws of the State of California and subject to the jurisdiction of a court of competent jurisdiction in City of Baldwin Park.
4. No Assignment. This Agreement shall not be assigned by the Department to another party without the prior approval from the City. This Agreement shall be binding upon the parties hereto and their successors and assigns.
5. Notice. Any notice required or permitted under this Agreement shall be in writing, be delivered by a reasonable and verifiable means (e.g., in person, mail, or e-mail) and be considered delivered upon receipt of the other party.
All notices, demands, requests or approvals shall be addressed to the following:
If to the City: If to the Department:
Attn: Rose Tam
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
Attn: Rose Tam
Director of Finance
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
6. Incorporation. The above recitals and attached exhibits are true and correct and hereby incorporated as part of this Agreement.
7. Final Agreement. This Agreement constitutes the entire, full, and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein.
8. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 65431.00107\42975881.3
9. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF , the parties hereby evidence their agreement to the above terms and conditions by having caused this Agreement to be executed below.
FINANCE DEPARTMENT
By: __________________________________________
Rose Tam, Director of Finance Date
CITY OF BALDWIN PARK
By: __________________________________________
Emmanuel Estrada, Mayor Date
ATTEST
By: __________________________________________
Christopher Saenz, City Clerk Date
APPROVE AS TO FORM
By: __________________________________________
Norma Tabares, City Attorney Date
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EXHIBIT A
SCOPE OF SERVICES / SCHEDULE OF COMPENSATION
FINANCE DEPARTMENT
ARPA FUNDING OBLIGATION
(1) The Department will implement the program in accordance with this Agreement and Exhibit.
(2) The Department’s implementation may include but not limited to contracting with subrecipients, grantees, or contractors. The Department shall monitor and oversee each party, as applicable, and shall provide budget oversight, and reports and evaluation of execution of the funds.
(3) The Department is responsible for providing all financial reports, receipts, and ledgers of expenditures under this award for the annual audit of the City. This financial information may be provided in a manner consistent with the financial reporting curre ntly undertaken between the Department and the City.
Department is responsible to ensure ARPA spending is in compliance with the Office of Management and Budget (OMB) 2 CFR Chapter 1, Chapter II, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Final Rule, as applicable.
(4) The Department is provided ARPA funds under this Agreement to provide the services laid out in this Agreement and Exhibit.
Scope of Services
The Department is responsible for administering the funds based on the scope of work listed below:
Schedule of Compensation
City is responsible for:
(1) The City shall make $70,000 of ARPA funding as specified in this Agreement available for use.
The Department is responsible for:
(1) The Department shall ensure ARPA funding shall be used solely to provide the services described in this Agreement and in this Exhibit A.
(2) The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
(3) The Department shall ensure all eligible expenses are incurred and expended by December 31, 2026.
Description/Project Name ARPA Category City Project
No.
Remaining Amount
to be Re-Obligated Scope of Work
Administrative Expenditures Administrative
Expenses Various $ 70,000
Oversee ARPA funded projects, keep track of
related expenditures, and reporting (see list of
postions attached)
70,000$ Total Obligation
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EXHIBIT B
Federal Contract Provisions
The Department shall follow all provisions of this Exhibit, as well as all other rules and regulations regarding ARPA. Further, the Department shall ensure this exhibit is attached to all subrecipient agreements made and flow down the necessary provisions to Contractors.
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit B. (a) Federal Provisions.
Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. A s applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
(i) Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”);
(ii) U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; (iii) Treasury Compliance and Reporting Guidance for the Act; (iv) 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury. If the project under this Agreement is being completed under the Revenue Loss category, the Consultant shall ensure that local and state procurement laws are followed; (v) Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and (vi) Federal contract provisions attached hereto as Exhibit B and incorporated herein by reference.
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law an d except as otherwise required under federal law or regulation, the more stringent requirement shall control.
REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.
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Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:
(i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to emplo yees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another e mployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.
(iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consu ltant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (v) The Consultant will 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. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as pro vided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant 65431.00107\42975881.3
will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local g overnment, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.
The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discha rge of the agency's primary responsibility for securing compliance.
The City further agrees that it will refrain from entering into any contract o r contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In additi on, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or sh e is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be c omputed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to 65431.00107\42975881.3
work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work perform ed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sum s as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inve ntions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..
Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3 ) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 1 80.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in 65431.00107\42975881.3
addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disq ualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.
Appendix II to Part 200 (I) – Byrd Anti -Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or at tempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agen cy (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquir ed during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the c ontract performance schedule; meeting contract performance requirements; or at a reasonable price.
(iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
(iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(v) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology a s part of any system funded under this Agreement.
As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and 65431.00107\42975881.3
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 2) Telecommunications or video surveillance services provided by such entities or using such equipment.
3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (vi) See Public Law 115-232, section 889 for additional information.
Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(vii) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (viii) For purposes of this section:
1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. 65431.00107\42975881.3
Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.
COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL
RECOVERY FUND AWARD TERMS AND CONDITIONS
Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.
Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other a pplicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(viii) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ix) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
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(x) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(xi) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (xii) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or reg ulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
1) A member of Congress or a representative of a committee of Congress; 2) An Inspector General;
3) The Government Accountability Office;
4) A Treasury employee responsible for contract or grant oversight or management; 5) An authorized official of the Department of Justice or other law enforcement agency;
6) A court or grand jury; or
7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct.
Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on -the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.
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Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:
(i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders su ch as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, ar e limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:
The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulat ions, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, 65431.00107\42975881.3
mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. (ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non -compliance, including any voluntary compliance or other agreements between the Consultant and the administr ative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If Consultant makes sub -awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.
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INTER-AGENCY AGREEMENT
BETWEEN
CITY OF BALDWIN PARK
AND
COMMUNITY DEVELOPMENT DEPARTMENT
THIS INTER-AGENCY AGREEMENT (“Agreement”) is entered into this ____ day of December, 2024 (the “Effective Date”), by and between the City of Baldwin Park , a California municipal corporation (the “City”) and the COMMUNITY DEVELOPMENT DEPARTMENT of the City of Baldwin Park (“Department”). Each party is at times individually referred to as a “Party” and collectively as the “Parties” herein.
WHEREAS, the 2021 American Rescue Plan Act (“ARPA”) established the Coronavirus State Fiscal Recovery Fund (“CSFRF”) and Coronavirus Local Fiscal Recovery Fund (“CLFRF”), together known as the Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) program, which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to help turn the tide on the pandemic, address its economic fallout, and lay the foundation for a strong and equitable recovery. provided $22,917,903 million to the City of Baldwin Park from the State and Local Fiscal Recovery Fund (“SLFRF”);
WHEREAS, The City received federal funding in the form of the SLFRF under ARPA in response to the coronavirus (“COVID -19”) pandemic. These funds may be used to carry out a wide range of community development activities, including those that benefit local communities;
WHEREAS, The interim final rule on SLFRF was issued by the Department of the Treasury effective May 17, 2021 with the final rule issued by the Department of the Treasury effective April 1, 2022. On December 29, 2022, Congress amended the SLFRF program in the Consolida ted Appropriations Act, 2023 (“2023 CAA”) to provide state, local, territorial and Tribal governments more flexibility to use SLFRF funds to provide emergency relief from natural disasters, build critical transportation infrastructure, and support communit y development. On August 10, 2023, Treasury released an interim final rule implementing these new eligible uses, and this interim final rule was published in the Federal Register on September 20, 2023. Collectively the rules passed provide the rules and guidelines for how the ARPA funds may specifically be spent (the interim and final rules passed between 2021 and 2023 are herein referred to as the “Rule”);
WHEREAS, under ARPA, the City may enter into this Agreement to memorialize the Department’s responsibilities with regards to the ARPA funding designated in this agreement;
WHEREAS, the City and the Department enter into this Agreement to memorialize each other’s responsibilities in regard to the ARPA funding for the program;
WHEREAS, the City and the Department intend that this Agreement constitutes a transaction requiring payment and an obligation for the purposes of the SLFRF Program and the Rule; and
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
A. SCOPE OF WORK AND PAYMENT OF FUNDS
City hereby agrees to provide ARPA funding, in the amount set forth below, to the Department for the specific purposes listed and described and shall pay for those purposes as scheduled in Exhibit “A” which is appended hereto and made a part of this Agreement.
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B. TERM
The term of this Agreement shall be from the Effective Date through December 31, 2026 , unless terminated earlier in accordance with this Agreement.
C. FINANCIAL AND PERFORMANCE REQUIREMENTS
1. Funding. Subject to the availability of ARPA funding, City shall authorize the Director of Finance to obligate, from the remaining available ARPA funds, to the Department for the program, in an amount not to exceed four hundred forty thousand dollars ($440,000) (the “Funds”) for the term and make necessary budget adjustments. Any expenditures or costs incurred by Department in excess of this amount shall be the sole responsibility of Department.
2. Restrictions on the use of funds . The City shall make ARPA funding as specified in this Agreement available for use. The ARPA funding shall be used solely to provide the services described in this Agreement and in Exhibit A, and all eligible expenses must be incurred and expended by December 31, 2026. The Department shall comply with the ARPA funding requirements and the City’s purchasing policy. The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
3. Documentation, Records, and Audit Requirements. The Department shall maintain true, proper and complete documentation that evidences the Department’s expenditures for approved uses of the Funds (“Records”) through December 31, 2026. The Department shall provide supporting documents and corresponding reports to the City as requested by the City to meet any reporting deadlines. The Department shall retain all documents and records related to this Agreement until at least December 31, 2031 – which is five (5) years from December 31, 2026. This section shall survive the termination of this Agreement.
4. Agreement Management. In the event the Department utilizes subrecipients, contractors, or awards funds to grantees, the Department shall collect data to ensure progress towards achieving the scope of the funds in this Agreement. This includes an obligation to conduct regular, c onsistent, and documented monitoring and oversight over subrecipients, contractors, and grantees, as applicable. The Department shall ensure all sub - agreements entered into to execute this Agreement shall comply with all federal, state, and local laws. Thi s includes sub-agreement compliance with ARPA and the federal provisions in Exhibit “B”.
D. VIOLATIONS AND TERMINATION
1. Effect of Violations. If the City discovers that the Department has breached any part of this Agreement or made a material misrepresentation, fails to provide documents and Records under this Agreement, fails to meet the milestones set forth in this agreement, or otherwise fa lsified any document provided to City to support the Department’s intent on the use of the Funds, or the Department has misused the Funds or used them for an ineligible expenditure, the Department shall return the entirety of the Funds to the City within t en (10) calendar days of the City’s written notice and this Agreement will be immediately terminated. The City’s decision shall be final. Additionally, the City shall have all other remedies besides the remedy provided herein to enforce this Agreement.
2. Termination. Notwithstanding anything to the contrary herein, the City shall have the right to terminate the Agreement immediately, with or without cause, at any time, by providing written notice to the Department. 65431.00107\42975881.3
Upon termination, the City shall have no further obligation to provide any Funds to the Department. The City has the sole and absolute discretion to terminate the Funds or any portion thereof at any time.
E. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both the Department and the City and approved as to form by the City Attorney.
F. GENERAL PROVISIONS AND CONDITIONS
1. Compliance with Laws. The City and Department shall comply with all federal, state, and local laws, whether now in force or hereinafter enacted, and shall comply with all state and county guidance regarding the COVID-19 pandemic. Any violation of the laws shall constitute a material breach of this Agreement and entitles the City to terminate this Agreement immediately, with written notice to the Department.
2. No Duplication of Funding. The Department shall not use different sources of federal funding to pay for the same services. The Department shall not use ARPA funding to pay for the same work that was reimbursed or paid by other sources of funding (e.g., FEMA or CARES funding).
3. Governing Law and Venue. This Agreement shall be construed by and governed under the laws of the State of California and subject to the jurisdiction of a court of competent jurisdiction in City of Baldwin Park.
4. No Assignment. This Agreement shall not be assigned by the Department to another party without the prior approval from the City. This Agreement shall be binding upon the parties hereto and their successors and assigns.
5. Notice. Any notice required or permitted under this Agreement shall be in writing, be delivered by a reasonable and verifiable means (e.g., in person, mail, or e-mail) and be considered delivered upon receipt of the other party.
All notices, demands, requests or approvals shall be addressed to the following:
If to the City: If to the Department:
Attn: Rose Tam
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
Attn: Ronald Garcia
Director of Community Development
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
6. Incorporation. The above recitals and attached exhibits are true and correct and hereby incorporated as part of this Agreement.
7. Final Agreement. This Agreement constitutes the entire, full, and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein.
8. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 65431.00107\42975881.3
9. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF , the parties hereby evidence their agreement to the above terms and conditions by having caused this Agreement to be executed below.
COMMUNITY DEVELOPMENT DEPARTMENT
By: __________________________________________
Ronald Garcia Date
Director of Community Development
CITY OF BALDWIN PARK
By: __________________________________________
Emmanuel Estrada, Mayor Date
ATTEST
By: __________________________________________
Christopher Saenz, City Clerk Date
APPROVE AS TO FORM
By: __________________________________________
Norma Tabares, City Attorney Date
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EXHIBIT A
SCOPE OF SERVICES / SCHEDULE OF COMPENSATION
COMMUNITY DEVELOPMENT DEPARTMENT
ARPA FUNDING OBLIGATION
(1) The Department will implement the program in accordance with this Agreement and Exhibit.
(2) The Department’s implementation may include but not limited to contracting with subrecipients, grantees, or contractors. The Department shall monitor and oversee each party, as applicable, and shall provide budget oversight, and reports and evaluation of execution of the funds.
(3) The Department is responsible for providing all financial reports, receipts, and ledgers of expenditures under this award for the annual audit of the City. This financial information may be provided in a manner consistent with the financial reporting curre ntly undertaken between the Department and the City.
Department is responsible to ensure ARPA spending is in compliance with the Office of Management and Budget (OMB) 2 CFR Chapter 1, Chapter II, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Final Rule, as applicable.
(4) The Department is provided ARPA funds under this Agreement to provide the services laid out in this Agreement and Exhibit.
Scope of Services
The Department is responsible for administering the funds based on the scope of work listed below:
Description/Project Name ARPA Category City Project
No.
Remaining Amount
to be Re-Obligated Scope of Work
Affordable Homeowner Expansion Agreement Other Public
Health Services 14801 $ 275,000 Two-year extension of the Affordable Homeownership Expansion Agreement
McNeill Manor Senior Housing Repairs &
Improvements
Strong Healthy
Communities:
Demolition and
Rehabilitation of
Properties
56020 $ 165,000 Replace roof and repair for McNeill Manor Senior Housing
440,000$ Total Obligation
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Schedule of Compensation
City is responsible for:
(1) The City shall make $440,000 of ARPA funding as specified in this Agreement available for use.
The Department is responsible for:
(1) The Department shall ensure ARPA funding shall be used solely to provide the services described in this Agreement and in this Exhibit A.
(2) The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
(3) The Department shall ensure all eligible expenses are incurred and expended by December 31, 2026.
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EXHIBIT B
Federal Contract Provisions
The Department shall follow all provisions of this Exhibit, as well as all other rules and regulations regarding ARPA. Further, the Department shall ensure this exhibit is attached to all subrecipient agreements made and flow down the necessary provisions to Contractors.
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit B. (a) Federal Provisions.
Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. A s applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
(i) Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”);
(ii) U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; (iii) Treasury Compliance and Reporting Guidance for the Act; (iv) 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury. If the project under this Agreement is being completed under the Revenue Loss category, the Consultant shall ensure that local and state procurement laws are followed; (v) Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and (vi) Federal contract provisions attached hereto as Exhibit B and incorporated herein by reference.
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law an d except as otherwise required under federal law or regulation, the more stringent requirement shall control.
REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.
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Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:
(i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to emplo yees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another e mployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.
(iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consu ltant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (v) The Consultant will 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. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as pro vided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant 65431.00107\42975881.3
will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local g overnment, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.
The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discha rge of the agency's primary responsibility for securing compliance.
The City further agrees that it will refrain from entering into any contract o r contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In additi on, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or sh e is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be c omputed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to 65431.00107\42975881.3
work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work perform ed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sum s as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inve ntions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..
Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3 ) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 1 80.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in 65431.00107\42975881.3
addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disq ualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.
Appendix II to Part 200 (I) – Byrd Anti -Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or at tempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the c ontract performance schedule; meeting contract performance requirements; or at a reasonable price.
(iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
(iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(v) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology a s part of any system funded under this Agreement.
As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and 65431.00107\42975881.3
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 2) Telecommunications or video surveillance services provided by such entities or using such equipment.
3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (vi) See Public Law 115-232, section 889 for additional information.
Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(vii) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (viii) For purposes of this section:
1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. 65431.00107\42975881.3
Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.
COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL
RECOVERY FUND AWARD TERMS AND CONDITIONS
Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.
Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other a pplicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(viii) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ix) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
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(x) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(xi) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (xii) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
1) A member of Congress or a representative of a committee of Congress; 2) An Inspector General;
3) The Government Accountability Office;
4) A Treasury employee responsible for contract or grant oversight or management; 5) An authorized official of the Department of Justice or other law enforcement agency;
6) A court or grand jury; or
7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct.
Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on -the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.
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Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:
(i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders su ch as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, ar e limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:
The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulat ions, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, 65431.00107\42975881.3
mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. (ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non -compliance, including any voluntary compliance or other agreements between the Consultant and the administr ative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If Consultant makes sub -awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.
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INTER-AGENCY AGREEMENT
BETWEEN
CITY OF BALDWIN PARK
AND
POLICE DEPARTMENT
THIS INTER-AGENCY AGREEMENT (“Agreement”) is entered into this ____ day of December, 2024 (the “Effective Date”), by and between the City of Baldwin Park , a California municipal corporation (the “City”) and the POLICE DEPARTMENT of the City of Baldwin Park (“Department”). Each party is at times individually referred to as a “Party” and collectively as the “Parties” herein.
WHEREAS, the 2021 American Rescue Plan Act (“ARPA”) established the Coronavirus State Fiscal Recovery Fund (“CSFRF”) and Coronavirus Local Fiscal Recovery Fund (“CLFRF”), together known as the Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) program, which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to help turn the tide on the pandemic, address its economic fallout, and lay the foundation for a strong and equitable recovery. provided $22,917,903 million to the City of Baldwin Park from the State and Local Fiscal Recovery Fund (“SLFRF”);
WHEREAS, The City received federal funding in the form of the SLFRF under ARPA in response to the coronavirus (“COVID -19”) pandemic. These funds may be used to carry out a wide range of community development activities, including those that benefit local communities;
WHEREAS, The interim final rule on SLFRF was issued by the Department of the Treasury effective May 17, 2021 with the final rule issued by the Department of the Treasury effective April 1, 2022. On December 29, 2022, Congress amended the SLFRF program in the Consolida ted Appropriations Act, 2023 (“2023 CAA”) to provide state, local, territorial and Tribal governments more flexibility to use SLFRF funds to provide emergency relief from natural disasters, build critical transportation infrastructure, and support communit y development. On August 10, 2023, Treasury released an interim final rule implementing these new eligible uses, and this interim final rule was published in the Federal Register on September 20, 2023. Collectively the rules passed provide the rules and guidelines for how the ARPA funds may specifically be spent (the interim and final rules passed between 2021 and 2023 are herein referred to as the “Rule”);
WHEREAS, under ARPA, the City may enter into this Agreement to memorialize the Department’s responsibilities with regards to the ARPA funding designated in this agreement;
WHEREAS, the City and the Department enter into this Agreement to memorialize each other’s responsibilities in regard to the ARPA funding for the program;
WHEREAS, the City and the Department intend that this Agreement constitutes a transaction requiring payment and an obligation for the purposes of the SLFRF Program and the Rule; and
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
A. SCOPE OF WORK AND PAYMENT OF FUNDS
City hereby agrees to provide ARPA funding, in the amount set forth below, to the Department for the specific purposes listed and described and shall pay for those purposes as scheduled in Exhibit “A” which is appended hereto and made a part of this Agreement.
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B. TERM
The term of this Agreement shall be from the Effective Date through December 31, 2026 , unless terminated earlier in accordance with this Agreement.
C. FINANCIAL AND PERFORMANCE REQUIREMENTS
1. Funding. Subject to the availability of ARPA funding, City shall authorize the Director of Finance to obligate, from the remaining available ARPA funds, to the Department for the program, in an amount not to exceed one million eighty -seven thousand two hundred thirty -three dollars ($1,087,233) (the “Funds”) for the term and make necessary budget adjustments. Any expenditures or costs incurred by Department in excess of this amount shall be the sole responsibility of Department.
2. Restrictions on the use of funds . The City shall make ARPA funding as specified in this Agreement available for use. The ARPA funding shall be used solely to provide the services described in this Agreement and in Exhibit A, and all eligible expenses must be incurred and expended by December 31, 2026. The Department shall comply with the ARPA funding requirements and the City’s purchasing policy. The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
3. Documentation, Records, and Audit Requirements. The Department shall maintain true, proper and complete documentation that evidences the Department’s expenditures for approved uses of the Funds (“Records”) through December 31, 2026. The Department shall provide supporting documents and corresponding reports to the City as requested by the City to meet any reporting deadlines. The Department shall retain all documents and records related to this Agreement until at least December 31, 2031 – which is five (5) years from December 31, 2026. This section shall survive the termination of this Agreement.
4. Agreement Management. In the event the Department utilizes subrecipients, contractors, or awards funds to grantees, the Department shall collect data to ensure progress towards achieving the scope of the funds in this Agreement. This includes an obligation to conduct regular, c onsistent, and documented monitoring and oversight over subrecipients, contractors, and grantees, as applicable. The Department shall ensure all sub - agreements entered into to execute this Agreement shall comply with all federal, state, and local laws. Thi s includes sub-agreement compliance with ARPA and the federal provisions in Exhibit “B”.
D. VIOLATIONS AND TERMINATION
1. Effect of Violations. If the City discovers that the Department has breached any part of this Agreement or made a material misrepresentation, fails to provide documents and Records under this Agreement, fails to meet the milestones set forth in this agreement, or otherwise fa lsified any document provided to City to support the Department’s intent on the use of the Funds, or the Department has misused the Funds or used them for an ineligible expenditure, the Department shall return the entirety of the Funds to the City within t en (10) calendar days of the City’s written notice and this Agreement will be immediately terminated. The City’s decision shall be final. Additionally, the City shall have all other remedies besides the remedy provided herein to enforce this Agreement.
2. Termination. Notwithstanding anything to the contrary herein, the City shall have the right to terminate the Agreement immediately, with or without cause, at any time, by providing written notice to the Department. 65431.00107\42975881.3
Upon termination, the City shall have no further obligation to provide any Funds to the Department. The City has the sole and absolute discretion to terminate the Funds or any portion thereof at any time.
E. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both the Department and the City and approved as to form by the City Attorney.
F. GENERAL PROVISIONS AND CONDITIONS
1. Compliance with Laws. The City and Department shall comply with all federal, state, and local laws, whether now in force or hereinafter enacted, and shall comply with all state and county guidance regarding the COVID-19 pandemic. Any violation of the laws shall constitute a material breach of this Agreement and entitles the City to terminate this Agreement immediately, with written notice to the Department.
2. No Duplication of Funding. The Department shall not use different sources of federal funding to pay for the same services. The Department shall not use ARPA funding to pay for the same work that was reimbursed or paid by other sources of funding (e.g., FEMA or CARES funding).
3. Governing Law and Venue. This Agreement shall be construed by and governed under the laws of the State of California and subject to the jurisdiction of a court of competent jurisdiction in City of Baldwin Park.
4. No Assignment. This Agreement shall not be assigned by the Department to another party without the prior approval from the City. This Agreement shall be binding upon the parties hereto and their successors and assigns.
5. Notice. Any notice required or permitted under this Agreement shall be in writing, be delivered by a reasonable and verifiable means (e.g., in person, mail, or e-mail) and be considered delivered upon receipt of the other party.
All notices, demands, requests or approvals shall be addressed to the following:
If to the City: If to the Department:
Attn: Rose Tam
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
Attn: Robert A. Lopez
Chief of Police
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
6. Incorporation. The above recitals and attached exhibits are true and correct and hereby incorporated as part of this Agreement.
7. Final Agreement. This Agreement constitutes the entire, full, and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein.
8. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 65431.00107\42975881.3
9. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF , the parties hereby evidence their agreement to the above terms and conditions by having caused this Agreement to be executed below.
POLICE DEPARTMENT
By: __________________________________________
Robert A. Lopez, Chief of Police Date
CITY OF BALDWIN PARK
By: __________________________________________
Emmanuel Estrada, Mayor Date
ATTEST
By: __________________________________________
Christopher Saenz, City Clerk Date
APPROVE AS TO FORM
By: __________________________________________
Norma Tabares, City Attorney Date
65431.00107\42975881.3
EXHIBIT A
SCOPE OF SERVICES / SCHEDULE OF COMPENSATION
POLICE DEPARTMENT
ARPA FUNDING OBLIGATION
(1) The Department will implement the program in accordance with this Agreement and Exhibit.
(2) The Department’s implementation may include but not limited to contracting with subrecipients, grantees, or contractors. The Department shall monitor and oversee each party, as applicable, and shall provide budget oversight, and reports and evaluation of execution of the funds.
(3) The Department is responsible for providing all financial reports, receipts, and ledgers of expenditures under this award for the annual audit of the City. This financial information may be provided in a manner consistent with the financial reporting curre ntly undertaken between the Department and the City.
Department is responsible to ensure ARPA spending is in compliance with the Office of Management and Budget (OMB) 2 CFR Chapter 1, Chapter II, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Final Rule, as applicable.
(4) The Department is provided ARPA funds under this Agreement to provide the services laid out in this Agreement and Exhibit.
65431.00107\42975881.3
Scope of Services
The Department is responsible for administering the funds based on the scope of work listed below:
Schedule of Compensation
City is responsible for:
(1) The City shall make $1,087,233 of ARPA funding as specified in this Agreement available for use.
The Department is responsible for:
(1) The Department shall ensure ARPA funding shall be used solely to provide the services described in this Agreement and in this Exhibit A.
(2) The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
(3) The Department shall ensure all eligible expenses are incurred and expended by December 31, 2026.
Description/Project Name ARPA Category Project Remaining Amount to be Re-Obligated Scope of Work
Spillman RIPA & NIBRS Compliant Software Revenue
Replacement 53000 $ 46,375
Purchase software mandated by state and
federal law, Racial and Identity Profiling Act
(RIPA) & National Incident Based Reporting
System (NIBRS)
Upgrades to the Emergency Operations Center
(EOC)
Other Public
Health Services 53002 $ 65,190
Upgrades to the Emergency Operations Center
(EOC), which also functions as a police briefing
room, includes the upgrading of communication
infrastructure to support modern technologies,
ethernet lines, as well as integrating advances
audio/video capabilities high-resolution displays
and video conferencing systems
Replace Police Telephone and Radio Audio
Recorder
Revenue
Replacement 53003 $ 37,204 Purchase radio, audio recorder for dispatch Police Mobile Command Upgrades Revenue
Replacement 53005 $ 120,000 Upgrade and purchase equipment for Police Mobile Command Post
Crossing Guard Services
Healthy
Childhood
Environments:
Other
13200 $ 42,623 Provide crossing guard services for school sites Replace 25 Mobile Data Computers (MDC) Revenue
Replacement 13021 $ 60,282 Replace old MDC's to existing and new patrol units
LA County Animal Control Other Public
Health Services 13250 $ 715,559
Provide the city with animal-related services to
create a safe environment for the general
public's health and safety
1,087,233$ Total Obligation
65431.00107\42975881.3
EXHIBIT B
Federal Contract Provisions
The Department shall follow all provisions of this Exhibit, as well as all other rules and regulations regarding ARPA. Further, the Department shall ensure this exhibit is attached to all subrecipient agreements made and flow down the necessary provisions to Contractors.
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit B. (a) Federal Provisions.
Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. A s applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
(i) Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”);
(ii) U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; (iii) Treasury Compliance and Reporting Guidance for the Act; (iv) 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury. If the project under this Agreement is being completed under the Revenue Loss category, the Consultant shall ensure that local and state procurement laws are followed; (v) Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and (vi) Federal contract provisions attached hereto as Exhibit B and incorporated herein by reference.
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law an d except as otherwise required under federal law or regulation, the more stringent requirement shall control.
REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.
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Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:
(i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to emplo yees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another e mployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.
(iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consu ltant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (v) The Consultant will 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. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as pro vided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant 65431.00107\42975881.3
will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local g overnment, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.
The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discha rge of the agency's primary responsibility for securing compliance.
The City further agrees that it will refrain from entering into any contract o r contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the ad ministering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurre d until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or sh e is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be c omputed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to 65431.00107\42975881.3
work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work perform ed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sum s as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inve ntions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..
Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3 ) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 1 80.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in 65431.00107\42975881.3
addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disq ualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.
Appendix II to Part 200 (I) – Byrd Anti -Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or at tempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agen cy (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquir ed during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the c ontract performance schedule; meeting contract performance requirements; or at a reasonable price.
(iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
(iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(v) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology a s part of any system funded under this Agreement.
As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and 65431.00107\42975881.3
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 2) Telecommunications or video surveillance services provided by such entities or using such equipment.
3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (vi) See Public Law 115-232, section 889 for additional information.
Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(vii) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (viii) For purposes of this section:
1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. 65431.00107\42975881.3
Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.
COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL
RECOVERY FUND AWARD TERMS AND CONDITIONS
Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.
Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other a pplicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(viii) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ix) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
65431.00107\42975881.3
(x) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(xi) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (xii) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or reg ulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
1) A member of Congress or a representative of a committee of Congress; 2) An Inspector General;
3) The Government Accountability Office;
4) A Treasury employee responsible for contract or grant oversight or management; 5) An authorized official of the Department of Justice or other law enforcement agency;
6) A court or grand jury; or
7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct.
Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on -the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.
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Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:
(i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders su ch as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, ar e limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:
The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulat ions, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, 65431.00107\42975881.3
mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. (ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non -compliance, including any voluntary compliance or other agreements between the Consultant and the administr ative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If Consultant makes sub -awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.
65431.00107\42975881.3
INTER-AGENCY AGREEMENT
BETWEEN
CITY OF BALDWIN PARK
AND
PUBLIC WORKS DEPARTMENT
THIS INTER-AGENCY AGREEMENT (“Agreement”) is entered into this ____ day of December, 2024 (the “Effective Date”), by and between the City of Baldwin Park , a California municipal corporation (the “City”) and the PUBLIC WORKS DEPARTMENT of the City of Baldwin Park (“Department”). Each party is at times individually referred to as a “Party” and collectively as the “Parties” herein.
WHEREAS, the 2021 American Rescue Plan Act (“ARPA”) established the Coronavirus State Fiscal Recovery Fund (“CSFRF”) and Coronavirus Local Fiscal Recovery Fund (“CLFRF”), together known as the Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) program, which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to help turn the tide on the pandemic, address its economic fallout, and lay the foundation for a strong and equitable recovery. provided $22,917,903 million to the City of Baldwin Park from the State and Local Fiscal Recovery Fund (“SLFRF”);
WHEREAS, The City received federal funding in the form of the SLFRF under ARPA in response to the coronavirus (“COVID -19”) pandemic. These funds may be used to carry out a wide range of community development activities, including those that benefit local communities;
WHEREAS, The interim final rule on SLFRF was issued by the Department of the Treasury effective May 17, 2021 with the final rule issued by the Department of the Treasury effective April 1, 2022. On December 29, 2022, Congress amended the SLFRF program in the Consolida ted Appropriations Act, 2023 (“2023 CAA”) to provide state, local, territorial and Tribal governments more flexibility to use SLFRF funds to provide emergency relief from natural disasters, build critical transportation infrastructure, and support communit y development. On August 10, 2023, Treasury released an interim final rule implementing these new eligible uses, and this interim final rule was published in the Federal Register on September 20, 2023. Collectively the rules passed provide the rules and guidelines for how the ARPA funds may specifically be spent (the interim and final rules passed between 2021 and 2023 are herein referred to as the “Rule”);
WHEREAS, under ARPA, the City may enter into this Agreement to memorialize the Department’s responsibilities with regards to the ARPA funding designated in this agreement;
WHEREAS, the City and the Department enter into this Agreement to memorialize each other’s responsibilities in regard to the ARPA funding for the program;
WHEREAS, the City and the Department intend that this Agreement constitutes a transaction requiring payment and an obligation for the purposes of the SLFRF Program and the Rule; and
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
A. SCOPE OF WORK AND PAYMENT OF FUNDS
City hereby agrees to provide ARPA funding, in the amount set forth below, to the Department for the specific purposes listed and described and shall pay for those purposes as scheduled in Exhibit “A” which is appended hereto and made a part of this Agreement.
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B. TERM
The term of this Agreement shall be from the Effective Date through December 31, 2026 , unless terminated earlier in accordance with this Agreement.
C. FINANCIAL AND PERFORMANCE REQUIREMENTS
1. Funding. Subject to the availability of ARPA funding, City shall authorize the Director of Finance to obligate, from the remaining available ARPA funds, to the Department for the program, in an amount not to exceed five million eight hundred two thousand eight hundred forty -six dollars ($5,802,846) (the “Funds”) for the term and make necessary budget adjustments. Any expenditures or costs incurred by Department in excess of this amount shall be the sole responsibility of Department.
2. Restrictions on the use of funds . The City shall make ARPA funding as specified in this Agreement available for use. The ARPA funding shall be used solely to provide the services described in this Agreement and in Exhibit A, and all eligible expenses must be incurred and expended by December 31, 2026. The Department shall comply with the ARPA funding requirements and the City’s purchasing policy. The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
3. Documentation, Records, and Audit Requirements. The Department shall maintain true, proper and complete documentation that evidences the Department’s expenditures for approved uses of the Funds (“Records”) through December 31, 2026. The Department shall provide supporting documents and corresponding reports to the City as requested by the City to meet any reporting deadlines. The Department shall retain all documents and records related to this Agreement until at least December 31, 2031 – which is five (5) years from December 31, 2026. This section shall survive the termination of this Agreement.
4. Agreement Management. In the event the Department utilizes subrecipients, contractors, or awards funds to grantees, the Department shall collect data to ensure progress towards achieving the scope of the funds in this Agreement. This includes an obligation to conduct regular, c onsistent, and documented monitoring and oversight over subrecipients, contractors, and grantees, as applicable. The Department shall ensure all sub - agreements entered into to execute this Agreement shall comply with all federal, state, and local laws. This includes sub-agreement compliance with ARPA and the federal provisions in Exhibit “B”.
D. VIOLATIONS AND TERMINATION
1. Effect of Violations. If the City discovers that the Department has breached any part of this Agreement or made a material misrepresentation, fails to provide documents and Records under this Agreement, fails to meet the milestones set forth in this agreement, or otherwise fa lsified any document provided to City to support the Department’s intent on the use of the Funds, or the Department has misused the Funds or used them for an ineligible expenditure, the Department shall return the entirety of the Funds to the City within ten (10) calendar days of the City’s written notice and this Agreement will be immediately terminated. The City’s decision shall be final. Additionally, the City shall have all other remedies besides the remedy provided herein to enfor ce this Agreement.
2. Termination. Notwithstanding anything to the contrary herein, the City shall have the right to terminate the Agreement immediately, with or without cause, at any time, by providing written notice to the Department. 65431.00107\42975881.3
Upon termination, the City shall have no further obligation to provide any Funds to the Department. The City has the sole and absolute discretion to terminate the Funds or any portion thereof at any time.
E. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both the Department and the City and approved as to form by the City Attorney.
F. GENERAL PROVISIONS AND CONDITIONS
1. Compliance with Laws. The City and Department shall comply with all federal, state, and local laws, whether now in force or hereinafter enacted, and shall comply with all state and county guidance regarding the COVID-19 pandemic. Any violation of the laws shall constitute a material breach of this Agreement and entitles the City to terminate this Agreement immediately, with written notice to the Department.
2. No Duplication of Funding. The Department shall not use different sources of federal funding to pay for the same services. The Department shall not use ARPA funding to pay for the same work that was reimbursed or paid by other sources of funding (e.g., FEMA or CARES funding).
3. Governing Law and Venue. This Agreement shall be construed by and governed under the laws of the State of California and subject to the jurisdiction of a court of competent jurisdiction in City of Baldwin Park.
4. No Assignment. This Agreement shall not be assigned by the Department to another party without the prior approval from the City. This Agreement shall be binding upon the parties hereto and their successors and assigns.
5. Notice. Any notice required or permitted under this Agreement shall be in writing, be delivered by a reasonable and verifiable means (e.g., in person, mail, or e-mail) and be considered delivered upon receipt of the other party.
All notices, demands, requests or approvals shall be addressed to the following:
If to the City: If to the Department:
Attn: Rose Tam
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
Attn: Romany Basilyous
Acting Director of Public Works
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
6. Incorporation. The above recitals and attached exhibits are true and correct and hereby incorporated as part of this Agreement.
7. Final Agreement. This Agreement constitutes the entire, full, and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein.
8. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 65431.00107\42975881.3
9. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF , the parties hereby evidence their agreement to the above terms and conditions by having caused this Agreement to be executed below.
PUBLIC WORKS DEPARTMENT
By: __________________________________________
Romany Basilyous Date
Acting Director of Public Works
CITY OF BALDWIN PARK
By: __________________________________________
Emmanuel Estrada, Mayor Date
ATTEST
By: __________________________________________
Christopher Saenz, City Clerk Date
APPROVE AS TO FORM
By: __________________________________________
Norma Tabares, City Attorney Date
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EXHIBIT A
SCOPE OF SERVICES / SCHEDULE OF COMPENSATION
PUBLIC WORKS DEPARTMENT
ARPA FUNDING OBLIGATION
(1) The Department will implement the program in accordance with this Agreement and Exhibit.
(2) The Department’s implementation may include but not limited to contracting with subrecipients, grantees, or contractors. The Department shall monitor and oversee each party, as applicable, and shall provide budget oversight, and reports and evaluation of execution of the funds.
(3) The Department is responsible for providing all financial reports, receipts, and ledgers of expenditures under this award for the annual audit of the City. This financial information may be provided in a manner consistent with the financial reporting currently undertaken between the Department and the City.
Department is responsible to ensure ARPA spending is in compliance with the Office of Management and Budget (OMB) 2 CFR Chapter 1, Chapter II, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Final Rule, as applicable.
(4) The Department is provided ARPA funds under this Agreement to provide the services laid out in this Agreement and Exhibit.
REVISED
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Scope of Services
The Department is responsible for administering the funds based on the scope of work listed below:
List of Police Vehicles (19)
Description/Project Name ARPA Category City Project
No.
Remaining Amount
to be Re-Obligated Scope of Work
Lease vehicles (Patrol, Detective and Admin) Revenue
Replacement 53001 $ 145,602 Lease payment for 19 police vehicles (see attached list)
City Council Chambers and City Facilities
Improvements
Revenue
Replacement 55018 $ 5,552,846
Remodel and upgrade City Council Chambers
and city facilities including but not limited to
architechtual and engineering design and
construction costs
Asset Management Software (OpenGov Inc.) Revenue
Replacement 55016 $ 104,398
Replace paper-based workflows with an all-
electronic, cloud-based workflow system to
include but not limited to asset management,
inventory, work order development, processing
and work history tracking. The funding will be
used for implementation, training, and annual
subscription for the Asset Management
Software.
5,802,846$ Total Obligation
REVISED
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Schedule of Compensation
City is responsible for:
(1) The City shall make $5,802,846 of ARPA funding as specified in this Agreement available for use.
The Department is responsible for:
(1) The Department shall ensure ARPA funding shall be used solely to provide the services described in this Agreement and in this Exhibit A.
(2) The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
(3) The Department shall ensure all eligible expenses are incurred and expended by December 31, 2026.
REVISED
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EXHIBIT B
Federal Contract Provisions
The Department shall follow all provisions of this Exhibit, as well as all other rules and regulations regarding ARPA. Further, the Department shall ensure this exhibit is attached to all subrecipient agreements made and flow down the necessary provisions to Contractors.
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit B. (a) Federal Provisions.
Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. A s applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
(i) Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”);
(ii) U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; (iii) Treasury Compliance and Reporting Guidance for the Act; (iv) 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury. If the project under this Agreement is being completed under the Revenue Loss category, the Consultant shall ensure that local and state procurement laws are followed; (v) Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and (vi) Federal contract provisions attached hereto as Exhibit B and incorporated herein by reference.
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law an d except as otherwise required under federal law or regulation, the more stringent requirement shall control.
REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.
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Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:
(i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to emplo yees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another e mployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.
(iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consu ltant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (v) The Consultant will 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. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as pro vided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant 65431.00107\42975881.3
will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local g overnment, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.
The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discha rge of the agency's primary responsibility for securing compliance.
The City further agrees that it will refrain from entering into any contract o r contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In additi on, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or sh e is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be c omputed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to 65431.00107\42975881.3
work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work perform ed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sum s as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inve ntions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..
Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3 ) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in 65431.00107\42975881.3
addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disq ualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.
Appendix II to Part 200 (I) – Byrd Anti -Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or at tempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agen cy (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquir ed during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the c ontract performance schedule; meeting contract performance requirements; or at a reasonable price.
(iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
(iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(v) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology a s part of any system funded under this Agreement.
As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and 65431.00107\42975881.3
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 2) Telecommunications or video surveillance services provided by such entities or using such equipment.
3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (vi) See Public Law 115-232, section 889 for additional information.
Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(vii) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (viii) For purposes of this section:
1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. 65431.00107\42975881.3
Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.
COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL
RECOVERY FUND AWARD TERMS AND CONDITIONS
Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.
Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other a pplicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(viii) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ix) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
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(x) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(xi) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (xii) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
1) A member of Congress or a representative of a committee of Congress; 2) An Inspector General;
3) The Government Accountability Office;
4) A Treasury employee responsible for contract or grant oversight or management; 5) An authorized official of the Department of Justice or other law enforcement agency;
6) A court or grand jury; or
7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct.
Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on -the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.
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Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:
(i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders su ch as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, ar e limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:
The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulat ions, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, 65431.00107\42975881.3
mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. (ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non -compliance, including any voluntary compliance or other agreements between the Consultant and the administr ative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If Consultant makes sub -awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.
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INTER-AGENCY AGREEMENT
BETWEEN
CITY OF BALDWIN PARK
AND
RECREATION & COMMUNITY SERVICES DEPARTMENT
THIS INTER-AGENCY AGREEMENT (“Agreement”) is entered into this ____ day of December, 2024 (the “Effective Date”), by and between the City of Baldwin Park , a California municipal corporation (the “City”) and the RECREATION & COMMUNITY SERVICES DEPARTMENT of the City of Baldwin Park (“Department”). Each party is at times individually referred to as a “Party” and collectively as the “Parties” herein.
WHEREAS, the 2021 American Rescue Plan Act (“ARPA”) established the Coronavirus State Fiscal Recovery Fund (“CSFRF”) and Coronavirus Local Fiscal Recovery Fund (“CLFRF”), together known as the Coronavirus State and Local Fiscal Recovery Funds (“SLFRF”) program, which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to help turn the tide on the pandemic, address its economic fallout, and lay the foundation for a strong and equitable recovery. provided $22,917,903 million to the City of Baldwin Park from the State and Local Fiscal Recovery Fund (“SLFRF”);
WHEREAS, The City received federal funding in the form of the SLFRF under ARPA in response to the coronavirus (“COVID -19”) pandemic. These funds may be used to carry out a wide range of community development activities, including those that benefit local communities;
WHEREAS, The interim final rule on SLFRF was issued by the Department of the Treasury effective May 17, 2021 with the final rule issued by the Department of the Treasury effective April 1, 2022. On December 29, 2022, Congress amended the SLFRF program in the Consolida ted Appropriations Act, 2023 (“2023 CAA”) to provide state, local, territorial and Tribal governments more flexibility to use SLFRF funds to provide emergency relief from natural disasters, build critical transportation infrastructure, and support communit y development. On August 10, 2023, Treasury released an interim final rule implementing these new eligible uses, and this interim final rule was published in the Federal Register on September 20, 2023. Collectively the rules passed provide the rules and guidelines for how the ARPA funds may specifically be spent (the interim and final rules passed between 2021 and 2023 are herein referred to as the “Rule”);
WHEREAS, under ARPA, the City may enter into this Agreement to memorialize the Department’s responsibilities with regards to the ARPA funding designated in this agreement;
WHEREAS, the City and the Department enter into this Agreement to memorialize each other’s responsibilities in regard to the ARPA funding for the program;
WHEREAS, the City and the Department intend that this Agreement constitutes a transaction requiring payment and an obligation for the purposes of the SLFRF Program and the Rule; and
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
A. SCOPE OF WORK AND PAYMENT OF FUNDS
City hereby agrees to provide ARPA funding, in the amount set forth below, to the Department for the specific purposes listed and described and shall pay for those purposes as scheduled in Exhibit “A” which is appended hereto and made a part of this Agreement.
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B. TERM
The term of this Agreement shall be from the Effective Date through December 31, 2026 , unless terminated earlier in accordance with this Agreement.
C. FINANCIAL AND PERFORMANCE REQUIREMENTS
1. Funding. Subject to the availability of ARPA funding, City shall authorize the Director of Finance to obligate, from the remaining available ARPA funds, to the Department for the program, in an amount not to exceed nine hundred sixty -two thousand six hundred eleven dollars ($962,611) (the “Funds”) for the term and make necessary budget adjustments. Any expenditures or costs incurred by Department in excess of this amount shall be the sole responsibility of Department.
2. Restrictions on the use of funds . The City shall make ARPA funding as specified in this Agreement available for use. The ARPA funding shall be used solely to provide the services described in this Agreement and in Exhibit A, and all eligible expenses must be incurred and expended by December 31, 2026. The Department shall comply with the ARPA funding requirements and the City’s purchasing policy. The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
3. Documentation, Records, and Audit Requirements. The Department shall maintain true, proper and complete documentation that evidences the Department’s expenditures for approved uses of the Funds (“Records”) through December 31, 2026. The Department shall provide supporting documents and corresponding reports to the City as requested by the City to meet any reporting deadlines. The Department shall retain all documents and records related to this Agreement until at least December 31, 2031 – which is five (5) years from December 31, 2026. This section shall survive the termination of this Agreement.
4. Agreement Management. In the event the Department utilizes subrecipients, contractors, or awards funds to grantees, the Department shall collect data to ensure progress towards achieving the scope of the funds in this Agreement. This includes an obligation to conduct regular, c onsistent, and documented monitoring and oversight over subrecipients, contractors, and grantees, as applicable. The Department shall ensure all sub - agreements entered into to execute this Agreement shall comply with all federal, state, and local laws. This includes sub-agreement compliance with ARPA and the federal provisions in Exhibit “B”.
D. VIOLATIONS AND TERMINATION
1. Effect of Violations. If the City discovers that the Department has breached any part of this Agreement or made a material misrepresentation, fails to provide documents and Records under this Agreement, fails to meet the milestones set forth in this agreement, or otherwise fa lsified any document provided to City to support the Department’s intent on the use of the Funds, or the Department has misused the Funds or used them for an ineligible expenditure, the Department shall return the entirety of the Funds to the City within ten (10) calendar days of the City’s written notice and this Agreement will be immediately terminated. The City’s decision shall be final. Additionally, the City shall have all other remedies besides the remedy provided herein to enfor ce this Agreement.
2. Termination. Notwithstanding anything to the contrary herein, the City shall have the right to terminate the Agreement immediately, with or without cause, at any time, by providing written notice to the Department. 65431.00107\42975881.3
Upon termination, the City shall have no further obligation to provide any Funds to the Department. The City has the sole and absolute discretion to terminate the Funds or any portion thereof at any time.
E. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both the Department and the City and approved as to form by the City Attorney.
F. GENERAL PROVISIONS AND CONDITIONS
1. Compliance with Laws. The City and Department shall comply with all federal, state, and local laws, whether now in force or hereinafter enacted, and shall comply with all state and county guidance regarding the COVID-19 pandemic. Any violation of the laws shall constitute a material breach of this Agreement and entitles the City to terminate this Agreement immediately, with written notice to the Department.
2. No Duplication of Funding. The Department shall not use different sources of federal funding to pay for the same services. The Department shall not use ARPA funding to pay for the same work that was reimbursed or paid by other sources of funding (e.g., FEMA or CARES funding).
3. Governing Law and Venue. This Agreement shall be construed by and governed under the laws of the State of California and subject to the jurisdiction of a court of competent jurisdiction in City of Baldwin Park.
4. No Assignment. This Agreement shall not be assigned by the Department to another party without the prior approval from the City. This Agreement shall be binding upon the parties hereto and their successors and assigns.
5. Notice. Any notice required or permitted under this Agreement shall be in writing, be delivered by a reasonable and verifiable means (e.g., in person, mail, or e-mail) and be considered delivered upon receipt of the other party.
All notices, demands, requests or approvals shall be addressed to the following:
If to the City: If to the Department:
Attn: Rose Tam
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
Attn: Manuel Carrillo
Director of Rec. & Community Services
City of Baldwin Park
14403 E. Pacific Avenue
Baldwin Park, CA 91706
Email: [email protected]
6. Incorporation. The above recitals and attached exhibits are true and correct and hereby incorporated as part of this Agreement.
7. Final Agreement. This Agreement constitutes the entire, full, and final understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein.
8. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 65431.00107\42975881.3
9. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF , the parties hereby evidence their agreement to the above terms and conditions by having caused this Agreement to be executed below.
RECREATION & COMMUNITY
SERVICES DEPARTMENT
By: __________________________________________
Manuel Carrillo Date
Director of Recreation & Community Services
CITY OF BALDWIN PARK
By: __________________________________________
Emmanuel Estrada, Mayor Date
ATTEST
By: __________________________________________
Christopher Saenz, City Clerk Date
APPROVE AS TO FORM
By: __________________________________________
Norma Tabares, City Attorney Date
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EXHIBIT A
SCOPE OF SERVICES / SCHEDULE OF COMPENSATION
RECREATION & COMMUNITY SERVICES DEPARTMENT
ARPA FUNDING OBLIGATION
(1) The Department will implement the program in accordance with this Agreement and Exhibit.
(2) The Department’s implementation may include but not limited to contracting with subrecipients, grantees, or contractors. The Department shall monitor and oversee each party, as applicable, and shall provide budget oversight, and reports and evaluation of execution of the funds.
(3) The Department is responsible for providing all financial reports, receipts, and ledgers of expenditures under this award for the annual audit of the City. This financial information may be provided in a manner consistent with the financial reporting curre ntly undertaken between the Department and the City.
Department is responsible to ensure ARPA spending is in compliance with the Office of Management and Budget (OMB) 2 CFR Chapter 1, Chapter II, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Final Rule, as applicable.
(4) The Department is provided ARPA funds under this Agreement to provide the services laid out in this Agreement and Exhibit.
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Scope of Services
The Department is responsible for administering the funds based on the scope of work listed below:
Description/Project Name ARPA Category City Project
No.
Remaining Amount
to be Re-Obligated Scope of Work
Programming for Family Services Center Economic Impact
Assistance: Other 54001 $ 121,075 Conceptual Design Services of Teri G. Muse Family Service Center
Games Room Equipment Upgrades Revenue
Replacement 56002 $ 15,500 Equipment replacement for game room at Teen Center and Community Center
Replace Boxing Ring at Community Center Revenue
Replacement 56005 $ 23,000 Boxing and weight training equipment replacement
Recreational Subsidy Program
Healthy
Childhood
Environments:
Child Care
16070 $ 5,200 Subsidy reimbursement program for youth sports
Senior Trips & Events Reimbursement Program Economic Impact Assistance: Other 16074 $ 30,000 Senior citizen social events, programs and excursions
Santa Clothes Program Economic Impact
Assistance: Other 16076 $ 140,000 Assist underprivilege children with holiday outfits, shoes, and toys
BASiC Subsidy Reimbursement Program
Healthy
Childhood
Environments:
Child Care
16077 $ 28,000 Childcare subsidy reimbursement program Student Field Trip Financial Assistance Revenue
Replacement 16079 $ 29,832
Provide an enriched and enhanced educational
experience for Baldwin Park Unified School
District (BPUSD) students by complementing
their core classroom work with field trips to
specific events or institutions that would bring
exposure to educational elements not available
in the classroom
Serenity Homes and Esperanza Villa (Operating
Portion)
Negative
Economic Impacts 66023 $ 42,000
Surveillance system licensing, and utilities for
homeless sites: Esperanza Villa and Serenity
Homes
Mental Health Awareness
Addressing
Educational
Disparities:
Mental Health
Services
16164 $ 24,000 Mental Health Awareness & Resource Fair event.
Morgan Park Restrooms Improvements Other Public
Health Services 55027 $ 437,297 Improvements to the Morgan Park restroom facilities for public health
Emergency Elevator Repairs Revenue
Replacement 16081 $ 51,707 Urgent repairs needed to ensure safety of the elevator users
Toilet Replacement for City Hall and other City
Facilities
Water and Sewer:
Other 55047 $ 15,000 Replace toilets in City Hall 2nd floor and other city facilities
962,611$ Total Obligation
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Schedule of Compensation
City is responsible for:
(1) The City shall make $962,611 of ARPA funding as specified in this Agreement available for use.
The Department is responsible for:
(1) The Department shall ensure ARPA funding shall be used solely to provide the services described in this Agreement and in this Exhibit A.
(2) The Department agrees to abide by all terms and conditions set forth in this Agreement, ARPA, the Rule, and additional accompanying guidance.
(3) The Department shall ensure all eligible expenses are incurred and expended by December 31, 2026.
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EXHIBIT B
Federal Contract Provisions
The Department shall follow all provisions of this Exhibit, as well as all other rules and regulations regarding ARPA. Further, the Department shall ensure this exhibit is attached to all subrecipient agreements made and flow down the necessary provisions to Contractors.
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit B. (a) Federal Provisions.
Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. A s applicable, Consultant shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
(i) Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”);
(ii) U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; (iii) Treasury Compliance and Reporting Guidance for the Act; (iv) 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury. If the project under this Agreement is being completed under the Revenue Loss category, the Consultant shall ensure that local and state procurement laws are followed; (v) Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and (vi) Federal contract provisions attached hereto as Exhibit B and incorporated herein by reference.
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law an d except as otherwise required under federal law or regulation, the more stringent requirement shall control.
REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract Documents include remedies for breach and termination for cause and convenience.
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Appendix II to Part 200 (C) – Equal Employment Opportunity: If this Agreement meets the definition of a “federal assisted construction contract” in 41 CFR § 60-1.3, Consultant agrees as follows during the performance of this Agreement:
(i) The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to emplo yees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (ii) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another e mployee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.
(iv) The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consu ltant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (v) The Consultant will 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. (vi) The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (vii) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as pro vided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(viii) The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant 65431.00107\42975881.3
will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
The City further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the City so participating is a State or local g overnment, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.
The City agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the Consultant and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discha rge of the agency's primary responsibility for securing compliance.
The City further agrees that it will refrain from entering into any contract o r contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In additi on, the City agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or sh e is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be c omputed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to 65431.00107\42975881.3
work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work perform ed by the Consultant or subcontractor under any such contract or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sum s as may be determined to be necessary to satisfy any liabilities of Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (iv) Subcontracts. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the Consultant wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Consultant must comply with the requirements of 37 CFR Part 401, “Rights to Inve ntions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency..
Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3 ) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 1 80.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in 65431.00107\42975881.3
addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disq ualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this Agreement.
Appendix II to Part 200 (I) – Byrd Anti -Lobbying Act: Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or at tempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agen cy (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquir ed during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (ii) In the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the c ontract performance schedule; meeting contract performance requirements; or at a reasonable price.
(iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.
(iv) The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(v) Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology a s part of any system funded under this Agreement.
As described in Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and 65431.00107\42975881.3
telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). 2) Telecommunications or video surveillance services provided by such entities or using such equipment.
3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (vi) See Public Law 115-232, section 889 for additional information.
Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(vii) Consultant shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts. (viii) For purposes of this section:
1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. 65431.00107\42975881.3
Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.
COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS LOCAL FISCAL
RECOVERY FUND AWARD TERMS AND CONDITIONS
Maintenance of and Access to Records. Consultant shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. Consultant agrees to provide the City, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the Consultant which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by Consultant for a period of five (5) years after completion of the Project.
Compliance with Federal Regulations. Consultant agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance issued by Treasury regarding the foregoing. Consultant also agrees to comply with all other a pplicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. (ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. (iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
Compliance with Federal Statutes and Regulations Prohibiting Discrimination. Consultant agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(viii) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ix) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
65431.00107\42975881.3
(x) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(xi) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (xii) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.
False Statements. Consultant understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.
Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, Consultant may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
1) A member of Congress or a representative of a committee of Congress; 2) An Inspector General;
3) The Government Accountability Office;
4) A Treasury employee responsible for contract or grant oversight or management; 5) An authorized official of the Department of Justice or other law enforcement agency;
6) A court or grand jury; or
7) A management official or other employee of Consultant, or a subcontractor who has the responsibility to investigate, discover, or address misconduct.
Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Consultant is encouraged to adopt and enforce on -the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Consultant should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and Consultant should establish workplace safety policies to decrease accidents caused by distracted drivers.
65431.00107\42975881.3
Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:
(i) Consultant ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders su ch as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents. (ii) Consultant acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, ar e limited in their English proficiency. Consultant understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, Consultant shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. Consultant understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) Consultant agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) Consultant acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon Consultant and Consultant’s successors, transferees and assignees for the period in which such assistance is provided. (v) Consultant agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Consultant and the Consultant’s subcontractors, successors, transferees and assignees:
The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulat ions, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) Consultant understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Consultant, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Consultant for the period during which it retains ownership or possession of the property. (vii) Consultant shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, 65431.00107\42975881.3
mediation, litigation, and monitoring of any settlement agreements that may result from these actions. Consultant shall comply with information requests, on-site compliance reviews, and reporting requirements. (viii) Consultant shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Consultant must also inform the Department of the Treasury if Consultant has received no complaints under Title VI. (ix) Consultant must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non -compliance, including any voluntary compliance or other agreements between the Consultant and the administr ative agency that made the finding. If the Consultant settles a case or matter alleging such discrimination, Consultant must provide documentation of the settlement. If Consultant has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If Consultant makes sub -awards to other agencies or other entities, Consultant is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.
STAFF REPORT
ITEM NO. _____12_____