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1 STATE OF CALIFORNIA DEPARTMENT OF PARKS AND RECREATION
SUBRECIPIENT AGREEMENT
FOR
ARMENIAN CULTURAL FOUNDATION
THIS AGREEMENT (“Agreement”), is entered in duplicate on the dates set forth below by and between the CITY of BURBANK, a California charter city, (hereinafter referred to as “CITY”), and ARMENIAN CULTURAL FOUNDATION, (hereinafter referred to as “SUBRECIPIENT.”). The parties are individually referred to herein as a “PARTY,” and collectively as the “PARTIES.”
RECITALS
A. The State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of a grant to the CITY, setting up necessary procedures governing application(s).
B. Said procedures established by the State Department of Parks and Recreation require the City’s Governing Body to certify by resolution the approval of project application(s) before submission of said applications to the State.
C. The City will enter into a contract with the State of California to complete project(s).
D. The PARTIES desire to enter into this Agreement to carry out the terms of the grant award by distributing such funds to SUBRECIPIENT in compliance with applicable laws and outlining the terms under which the award is granted.
AGREEMENT
1. SUBRECIPIENT’s Services
SUBRECIPIENT agrees to perform during the term of this Agreement, all tasks, obligations, and services set forth in the “Scope of Services” attached to this Agreement as Exhibit A and incorporated into this Agreement by this reference.
2. Payment for Services
CITY shall pay SUBRECIPIENT for the services performed by SUBRECIPIENT pursuant to the terms of this Agreement , the compensation set forth in the “Schedule of Compensation” attached hereto as Exhibit “B.” The compensation shall be paid at the time and manner set forth in Exhibit “B.”
3. Term of Agreement
This Agreement shall become effective on the date this Agreement is signed and approved by CITY and the SUBRECIPIENT, and will terminate one year thereafter.
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2 4. Time for Performance
All services required of SUBRECIPIENT under this Agreement shall be completed on or before the end of the term of the Agreement.
5. Designated Representative
(a) The CITY’s representative is as follows:
Name and Title: Marisa Garcia, Park, Recreation and Community Services Director
Post Office Address: 150 North Third Street, Burbank, CA 91502 E-mail Address: [email protected]
Telephone No.: 818-238-5300
(b) The SUBRECIPIENT’s representative, who shall be responsible for job performance, negotiations, contractual matters, and coordination with the CITY Representative is as follows:
Name and Title: Artin Sookasian, Esq. , Board President, Arm enian Cultural Foundation
Post Office Address: 75 East Santa Anita, Burbank, CA 91502 E-mail Address: [email protected]
Telephone No.: 818-486-0668
The SUBRECIPIENT’s services shall be actually performed by, or shall be immediately supervised by, the SUBRECIPIENT’s representative.
6. Compliance
SUBRECIPIENT acknowledges that this Agreement is financed with funding from the State Department of Parks and Recreation. SUBRECIPIENT agrees that by entering into this Agreement, it undertakes the same obligations that the CITY has undertaken pursuant to all requirements issued by State Department of Parks and Recreation for the administration and use of the funds provided to SUBRECIPIENT under this Agreement.
SUBRECIPIENT shall comply with all applicable California State and federal laws, including but not limited to any conditions imposed by the California State Budget Act of 2022, State Labor Code section 1771, as well as requirements for determining allowable costs under 48 Code of Federal Regulations (“CFR”), Part 31, and 2 CFR, Part 200.
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3 SUBRECIPIENT further agrees to comply with any environmental, procurement, construction, and other guidelines provided by CITY or required under State or Federal Law.
SUBRECIPIENT further agrees that to the extent that SUBRECIPIENT performs, contracts, or subcontracts for any work described in California Labor Code Section 1720(a)(1), SUBRECIPIENT agrees that it is required to pay not less than the established prevailing wages to all workers employed in the execution of the project and SUBRECIPIENT shall comply with all other requirements applicable to Public Works Construction as specified in the California Labor Code. SUBRECIPIENT shall defend, indemnify and save harmless the City and the Protected Parties from any and all claims or causes of action by whomever or wherever made or presented for failing to comply with the requirements of California Labor Code Section 1720 et. al.
Failure to meet established performance goals and standards and/or non - compliance with applicable rules and regulations shall constitute non-compliance with the terms of this Agreement. The CITY is entitled to use one or more of the following remedies for non-compliance: temporarily withhold cash payments pending correction of deficiencies by SUBRECIPIENT; disallow all or part of the cost of the activity or action not in compliance; wholly or partly suspend or terminate the current award for the SUBRECIPIENT’s program; withhold further awards for the program; and/or take other remedies that may be legally available.
7. Non-Discrimination
No person with responsibilities in the operation of any project under this Agreement will discriminate because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status.
8. Fiscal Control
The SUBRECIPIENT shall be responsible for the internal control and monitoring of fiscal and programmatic/operational goals and procedures. The SUBRECIPIENT shall establish such fiscal controls and fund accounting procedures , or as may be deemed necessary by State Department of Parks and Recreation and CITY to ensure the proper disbursal of, and accounting for, funds paid to the SUBRECIPIENT.
CITY agrees to pay SUBRECIPIENT at the time and in the manner set forth in the Schedule of Compensation, Exhibit B. Payment by CITY is not to be construed as final in the event State Department of Parks and Recreation disallows reimbursement for the project or any portion thereof. Reasonable back-up documentation, as specified by CITY, shall be submitted by SUBRECIPIENT with request for payment.
SUBRECIPIENT shall be liable for all amounts which are determined to be due by the State Department of Parks and Recreation including, but not limited to, disallowed cost which are the result of SUBRECIPIENT’s or its contractor’s conduct under this ATTACHMENT 2
4 Agreement. SUBRECIPIENT shall be notified in writing and shall be permitted to respond regarding any controversy or proceeding between the CITY and the State Department of Parks and Recreation arising from this Agreement.
All financial transactions must be supported by complete and verifiable source documents. Records shall provide a clear audit trail and shall be maintained as specified in Section 11 of this Agreement.
9. Records and Reports
SUBRECIPIENT agrees to supply to CITY any progress reports and/or other documentation as may be required by CITY to audit performance of this Agreement and/or to enable CITY to analyze and evaluate utilization of SUBRECIPIENT’s program.
SUBRECIPIENT shall maintain separate accounting and fina ncial records for each funding (revenue) source in support of the project(s).
a) Completion Report: SUBRECIPIENT shall prepare and submit to CITY a Completion Report within thirty (30) days of project completion. Said report shall consist of an overview and evaluation of the project, total costs incurred, photographs of the project, and other reasonable information requested by CITY. b) CITY Reports: SUBRECIPIENT shall submit to CITY , in a timely manner , other reports as requested/required by CITY for State Department of Parks and Recreation compliance.
10. Agreement Responsibility for Monitoring and Records SUBRECIPIENT agrees to retain all pertinent records relating to this Agreement and the expenditure of funds distributed under this Agreement, including financial records, until advised by CITY that further retention is unnecessary. Generally, at the very least, records shall be retained for a period of five (5) years from the end of this Agreement.
Records shall be open and available for inspection by auditors and/or other staff assigned by State Department of Parks and Recreation and/or CITY during the nor mal business hours of SUBRECIPIENT. If at the end of such five-year period, there is ongoing litigation, claims, negotiations, audit or other action involving SUBRECIPIENT’s or the CITY’s records, which has started before expiration of the five (5) year period, SUBRECIPIENT will retain the records until the completion of the action and resolution of all issues which arise from it.
11. Hold Harmless
SUBRECIPIENT shall hold City and City’s officers, employees, agents , and volunteers harmless and free from any and all claims, liabilities or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or other wrongful conduct related in any way to SUBRECIPIENT’S, its contractors, subcontractors, or agents performance of its services pursuant to this Agreement. In the event City and/or any of City’s officers, employees, agents or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating ATTACHMENT 2
5 to such negligent act, negligent omission or other wrongful conduct, SUBRECIPIENT shall indemnify them for any judgment rendered against them, any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including, but not limited to attorney’s fees.
SUBRECIPIENT also understands and agrees that it is being employed to perform the services provided for by this Agreement because of SUBRECIPIENT’S professed expertise and experience in performing the services provided for under this Agreement.
In addition, SUBRECIPIENT understands and agrees that while City and City’s officers agents, may elect to do so, they have no duty to review, inspect, or supervise the work performed by SUBRECIPIENT, its contractors, subcontractors, or agents pursuant to this Agreement, except as otherwise expressly provided for by this Agreement. As a consequence, SUBRECIPIENT waives any right of contribution against City or any of City’s officers, employees, agents and volunteers arising out of such failure to inspect, review, mon itor or supervise the work performed by SUBRECIPIENT , its contractors, subcontractors, or agents pursuant to this Agreement.
12. Covenants and Conditions
Each term and each provision of this agreement to be performed by SUBRECIPIENT shall be construed to be both a covenant and a condition.
13. Termination
a) This Agreement will automatically terminate in the event that State Department of Parks and Recreation terminates the disposition of grant funds. b) Termination of Agreement for Cause: The Parties understand that CITY assumed responsibility as to the performance of the projects. If through any cause SUBRECIPIENT fails to fulfill in a timely and proper manner its obligations under this Agreement to undertake, conduct or perform the project(s) identi fied in this Agreement, or if SUBRECIPIENT or its contractors, subcontractors, or agents violates any of the covenants, agreements, or stipulations of this Agreement, CITY shall thereupon have the right to ter minate this Agreement by giving written notice of such termination and specifying the effective date thereof at least (5) days before the effective date of such termination.
c) Upon termination, the CITY shall be liable to SUBRECIPIENT only for work done by SUBRECIPIENT , its contractors, subcontractors, or agents up to and including the date of termination of this Agreement, unless the termination is for cause, in which event SUBRECIPIENT need be compensated only to the extent required by law.
14. Tax Documentation.
SUBRECIPIENT shall submit a City of Burbank Payee Registration Form, which will be furnished by the City to the SUBRECIPIENT, prior to a Purchase Order being issued.
The Internal Revenue Code Requires the City to issue Form 1099 for certain payments made to Payees other than Corporations. Each failure to furnish a TAXPAYER ATTACHMENT 2
6 IDENTIFICATION NUMBER COULD RESULT IN A PENALTY BEING ASSESSED by the I.R.S. In addition, the City will be required to withhold 20 percent from payments subject to 1099 Reporting, if SUBRECIPIENT fails to furnish the City their IDENTIFICATION NUMBER.
15. Electronic Funds Transfer
The City is requiring all vendors of goods and services to use Electronic Funds Transfer (EFT) as a primary payment method. SUBCRECIPIENT will be provided with set up instructions for EFT payments.
16. Modification of Agreement
The tasks described in this Agreement and all other terms of this Agreement may be modified only upon mutual written consent of CITY and SUBRECIPIENT.
17. Use of the term “CITY”
Reference to “CITY” in this Agreement includes the City Manager, the designated CITY representative, or any authorized representative acting on behalf of CITY.
18. Notices
All notices given, or required to be given, pursuant to this Agreement shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed to each party’s designated representative as set forth above. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.
19. Waiver
A waiver by the CITY of any breach of any term, covenant, or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character.
20. Governing Law
The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of Los Angeles County.
21. Integrated Agreement
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7 This Agreement represents the entire Agreement between the CITY and the SUBRECIPIENT and all preliminary negotiations and agreements are deemed a part of this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreem ent. This Agreement shall bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. [Signatures on Following Page]
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8 In Witness Whereof , the parties have signed this Agreement on the dates set forth below.
CITY OF BURBANK, a municipal corp.
By: __________ Date:
Name: Marisa Garcia
Title: Park, Recreation and Community Services Director
ARMENIAN CULTURAL FOUNDATION BURBANK YOUTH CENTER
By: Date:
Name: Artin Sookasian, Esq.
Title: Board President, Armenian Cultural Foundation
Approved as to Form
Office of the City Attorney
By: Date:
Name: Ray Johal
Title: Senior Assistant City Attorney
City Clerk
By: Date:
Name: Kimberley Clark
Title: City Clerk
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9 EXHIBIT A
SUBRECIPIENT AGREEMENT BETWEEN
ARMENIAN CULTURAL FOUNDATION BURBANK YOUTH CENTER
SCOPE OF SERVICES
SUBRECIPIENT shall complete the following facility renovation to the Arminian Cultural Foundation Burbank Youth Center:
• basketball sports court resurfacing,
• interior paint of the facility to include, gyn, meeting halls, offices, and hallways, • installation of security system.
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10 EXHIBIT B
SCHEDULE OF COMPENSATION
1. AMOUNT OF COMPENSATION. For performing and completing all work and services described in Exhibit A, and for providing all materials required therefore, CITY shall pay SUBRECIPIENT the total amount of:
NOT TO EXCEED: $100,000
The above total amount listed shall include all approved expenses in accordance with the State Department of Parks and Recreation grant requirements incurred by SUBRECIPIENT in the performance of such services.
2. BILLING. Upon execution of this Agreement, SUBRECIPIENT shall submit an invoice to the CITY at the following address:
150 North Third Street, Burbank, Ca 91502
3. METHOD OF PAYMENT . Payment to SUBRECIPIENT of the compensation specified in Section 1 of this Exhibit shall be made as follows:
a) Subject to the maximum allowable compensation set forth in Section 1 of this Exhibit, the CITY shall pay the SUBRECIPIENT, based on the submittal and approval of an invoice, a one-time lump sum amount.
b) Payment will be made within 30 days of CITY’s receipt and approval of a valid invoice from SUBRECIPIENT.