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AFFORDABLE HOUSING PRODUCTION, PRESERVATION AND OWNERSHIP, TECHNICAL ASSISTANCE, RESEARCH AND POLICY; AND RENTER PROTECTION
AND HOMELESSNESS PREVENTION FUNDING
SUBRECIPIENT AGREEMENT
(A-XXXX)
This SUBRECIPIENT AGREEMENT (“Agreement”) is made and entered into as of ________________ 20___, by and between the NORTH LOS ANGELES TRANSPORATION COALITION, a California joint powers authority (“NCTC”) and CITY OF LANCASTER, a municipal corporation and charter city (“City”).
R E C I T A L S
WHEREAS, NCTC is an eligible jurisdiction to receive Measure A funds from the Los Angeles County Affordable Housing Solutions Agency (“LACAHSA”). As an eligible jurisdiction, NCTC may act as a passthrough entity for City to receive its allocated portion of Measure A funds; WHEREAS, on July 14, 2025, the NCTC Board of Directors approved entering into an agreement with LACAHSA to act as an eligible jurisdiction to receive, administer, and pass through the City's portion of funds from LACAHSA for one year while the City sets up its own eligible jurisdiction as defined;
WHEREAS, NCTC and LACAHSA have entered into that certain Affordable Housing Production, Preservation, and Ownership; Technical Assistance, Research and Policy; and Renter Protection And Homelessness Prevention Funding Memorandum of Understanding with an Effective Date of July 1, 2025, and attached hereto as Exhibit A (the “MOU”) regarding the implementation, expenditure, and pass through of the LACAHSA Funds to City ("passthrough funds"); WHEREAS, LACAHSA has determined that under its Fiscal Year 2025-2026 Expenidture Plan and Agency Strategy the NCTC be awarded $5,395,241 to be passed through to its member jurisdictions of the City of Lancaster and the City of Palmdale in the amounts of $3,080,070 and $2,315,171, respectively; and
WHEREAS, as a subrecipient of Measure A funds from NCTC, City and NCTC desire to enter into this agreement for City’s receipt of its allocation of Measure A passthrough funds from NCTC and all of the applicable terms and conditions required by Measure A and the MOU.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
ARTICLE I
SCOPE OF SERVICES
1.1 Scope of Services. City agrees to conduct the program described in Exhibit A, the Statement of Work, Exhibit B, attached hereto and by this reference made a part hereof, sometimes HOA.105653230.1 2
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hereinafter referred to as “Services.” In connection with the Services, City shall comply with all requirements of this Agreement and the LACAHSA Draft Program Guidelines attached hereto as Exhibit C (the “Guidelines”).
1.2 Performance Monitoring. NCTC agrees to comply with Measure A and all LACAHSA requirements and guidelines for use, receipt, and pass Measure A funds through to City.
NCTC will monitor the performance of the City against the goals and performance standards set forth above. From time to time, NCTC shall be entitled to audit and review City’s performance of the Services in accordance with the terms hereof, and as may be otherwise appropriate to verify adequate performance of the Services and compliance with this Agreement. Substandard performance as determined by NCTC will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the City within a reasonable period of time after being notified by NCTC, termination procedures will be initiated in accordance with Section 4.10.
ARTICLE II
TIME OF PERFORMANCE
2.1 Term. Services of the City shall start on the 1 st day of _____, 20___ and end on the 30th day of _____, 20___ (“Term”). The Term of this Agreement and the provisions herein shall be extended to cover any additional time period during which the City remains in control of LACAHSA Funds or other LACAHSA assets, including program income.
ARTICLE III
BUDGET AND PAYMENTS
3.1 Budget. City has submitted a budget to NCTC for approval; a copy of the City’s fiscal year _____________ budget for the Services is attached as Attachment No. 1 and incorporated herein.
Any amendments to the approved budget for the Services must be approved by NCTC’s Executive Director (“Executive Director”). In the event this Agreement is extended past the initial one-year Term, City shall prepare and submit to the Executive Director for approval annual budgets for each year during which this Agreement remains in effect. NCTC may require a more detailed budget breakdown than the one contained herein, and the City shall provide such supplementary budget information in a timely fashion in the form and content prescribed by NCTC. Indirect costs are not allowed.
3.2 Payments. It is expressly agreed and understood that the total amount to be paid by NCTC under this Agreement shall not exceed $_______________. Drawdowns for the payment of eligible expenses for Services, including general administrative expenses, shall be made based on the line-item budget specified in Section 3.1 herein and in accordance with City’s performance of the Services.
3.3 Requests for Payments. To receive each payment under this Agreement, City shall submit to NCTC a Reimbursement Request in accordance with the Guidelines, together with such other and supporting documentation as may reasonably be requested by NCTC to verify City’s performance of the Services for which the payment is requested.
3.4 Accounting. City shall, upon request, provide NCTC with an accounting report, in form and content reasonably satisfactory to NCTC, of any funds disbursed by NCTC pursuant to Section 3.2.
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3.5 City Records. The City shall keep accurate written records of all expenses incurred by it and of monies received by it and of all studies, statistics and reports made or issued by City in conducting the program. The City shall also keep accurate records as and to the extent required by the Guidelines. At NCTC’s request, City shall furnish NCTC with a copy of any record maintained by City pursuant to the terms of this Agreement. The obligations of this paragraph survive the termination of this Agreement. All such records shall be maintained for at least five (5) years after all terms of the Subrecipient Agreement are fulfilled, unless a longer period of records retention is stipulated.
ARTICLE IV
GENERAL CONDITIONS
4.1 General Compliance. The City agrees to comply with the requirements of Measure A, the MOU, and the Guidelines in its performance of this Agreement.
4.2 Independent Contractor. In performing under this Agreement, City is and shall at all times be acting and performing as an independent contractor to NCTC, performing its duties in accordance with its own judgment. NCTC shall neither have nor exercise any control or direction over the methods by which City performs its work and function nor shall NCTC have the right to interfere with such freedom or action or prescribe rules or otherwise control or direct the manner in which such services are performed. The sole interest of NCTC in the Services performed by the City is that such Services be performed in a legal, competent, efficient, and satisfactory manner. Nothing contained herein shall cause the relationship between the parties to this Agreement to be that of employer and employee. City shall not have the authority to obligate NCTC to any contract, obligation, or undertaking whatsoever and shall make no representation, either oral or in writing, except those expressly set forth in the materials provided by NCTC.
4.3 Hold Harmless. The City shall hold harmless, defend and indemnify NCTC from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the City’s performance or nonperformance of the services or subject matter called for in this Agreement.
4.4 Notices. Any approval, disapproval, demand, document or other notice (“Notice”) which any party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, (iii) facsimile transmission, or (vi) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice. Service shall be deemed conclusively made at the time of service if personally served; upon confirmation of receipt if sent by facsimile transmission; the next business day if sent by overnight courier and receipt is confirmed by the signature of an agent or employee of the party served; the next business day after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by express mail; and three (3) days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail.
City: City of Lancaster
44933 North Fern Avenue
Lancaster, California 93534
Attn: _________
email: ____________
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NCTC: North County Transportation Coalition
c/o City of Lancaster
44933 North Fern Avenue
Lancaster, California 93534
Attn: _________
email: ____________
Such addresses may be changed by Notice to the other party given in the same manner as provided above.
4.5 Amendment and Waiver. This Agreement may be amended, modified, or supplemented only by a writing executed by each of the parties. Any party may in writing waive any provision of this Agreement to the extent such provision is for the benefit of the waiving party. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by that party of its or any other party’s compliance with any representations, warranties, or with any provision of this Agreement. No waiver by any party of any provision of this Agreement shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for non-compliance or breach by another party shall be construed as a waiver of any right or remedy with respect to such compliance or breach.
4.6 Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether verbal or written, of the parties pertaining to the subject matter.
4.7 Governing Law. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of California.
4.8 Termination.
(a) Termination for Cause. NCTC or City may suspend or terminate this Agreement if the other party materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following:
(i) Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and Guidelines, policies or directives as may become applicable at any time;
(ii) Failure, for any reason, of the City or NCTC to fulfill in a timely and proper manner its obligations under this Agreement;
(iii) Ineffective or improper use of funds provided under this Agreement; or (iv) Submission of reports that are incorrect or incomplete in any material respect.
(b) Termination for Convenience. This Agreement may also be terminated for convenience by either NCTC or the City, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated.
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ARTICLE II
ADMINISTRATIVE REQUIREMENTS
2.1 Financial Management. City agrees to comply with the financial management provisions of the Guidelines and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.
2.2 Documentation and Recordkeeping.
(a) Records to be maintained. City shall maintain all records required by the Guidelines, that are pertinent to the Services to be funded under this Agreement. Such records shall include but not be limited to:
(i) Records providing a full description of each activity undertaken; (ii) Records required to determine the eligibility of activities; (iii) Financial records as required by the Guidelines; and (vii) Other records necessary to document compliance with applicable law. (b) Retention. The City shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years. (c) Client Data. The City shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to NCTC monitors or their designees for review upon request. (d) Disclosure. The City understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of NCTC’s or City’s responsibilities with respect to Services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. (e) Close Outs. The City’s obligation to NCTC shall not end until all close-out requirements are completed. Activities during the close-out period shall include, but are not limited to:
making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to NCTC), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the City has control over LACAHSA Funds, including program income.
(f) Audits and Inspections. All City records with respect to any matters covered by this Agreement shall be made available to NCTC or its authorized representatives at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the City within 30 days after receipt by the City. Failure of the City to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments.
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5.3 Reporting and Payment Procedures.
(a) Program Income. The City shall prepare and deliver to NCTC quarterly reports declaring program income, if any, generated by activities carried out with LACAHSA Funds made available under this Agreement. The use of program income by the City shall comply with the requirements set forth in the Guidelines. By way of further limitations, the City may retain and use such income during the Term of this Agreement for activities permitted under this Agreement . Funds provided in advance of expenditure must be held by the Subrecipient in a separate interest-bearing account, and all interest must be tracked and documented as Program Income until expenditure. (b) Payment Procedures. NCTC will pay to the City funds available under this Agreement based upon information submitted by the City, including any Subrecipient Reimbursement Request form required by the Guidelines, and consistent with the approved budget and other pertinent NCTC policies concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the City, and not to exceed actual cash requirements. Payments will be adjusted by NCTC in accordance with advance fund and program income balances available in City accounts. In addition, NCTC reserves the right to liquidate funds available under this Agreement for costs incurred by NCTC on behalf of the City.
(c)Progress Report. City shall submit regular progress reports to NCTC in the form, content, and frequency as required by the Guidelines or as otherwise reasonably directed by NCTC.
5.4 Procurement.
(a) Compliance. The City shall comply with the Guidelines concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All LACAHSA program assets (unexpended program income, property, equipment, etc.) shall revert to NCTC upon termination of this Agreement.
(b) Standards. Unless specified otherwise within this agreement, the City shall procure all materials, property, or services in accordance with the requirements of the Guidelines. (c) Travel. The City shall obtain written approval from NCTC for any travel outside the metropolitan area with LACAHSA Funds provided under this Agreement.
5.5 Use and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of Measure A and the Guidelines.
ARTICLE VI
PERSONNEL & PARTICIPANT CONDITIONS
6.1 Civil Rights. The City agrees to comply with Government Code Section 11135, et seq., the Unruh Civil Rights Act, Civil Code Section 51, et seq., Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination HOA.105653230.1 7
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Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478, 12107 and 12086.
6.2 Non discrimination.
(a) No person shall be excluded by City or NCTC from participation in, denied the benefit of, or be subject to discrimination under any program or activity funded in whole or in part with LACAHSA funds on the basis of their religion or religious affiliation, age, race, color, creed, gender, sexual orientation, marital status, familial status (children), physical or mental disability national origin, or ancestry, or other arbitrary cause.
(b) Subcontract Provisions. The City will include the provisions of Sections 6.1, Civil Rights, and 6.2, nondiscrimination, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors.
6.3 Employment Restrictions.
(a) Prohibited Activity. The City is prohibited from using LACAHSA Funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. (b) Prevailing Wage. The City agrees that in accordance with Measure A and the Guidelines, to the extent applicable, all contractors engaged under contracts for construction, renovation or repair work financed in whole or in part with assistance provided under this Agreement shall comply with the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 and California Labor Code Section 1720, et seq. governing the payment of wages and ratio of apprentices and trainees to journey workers. The City shall cause or require to be inserted in full, in all such contracts subject to such regulations and provisions meeting the requirements of this paragraph.
6.4 Conduct.
(a) Assignment. The City shall not assign or transfer any interest in this Agreement without the prior written consent of NCTC thereto; provided, however, that claims for money due or to become due to the City from NCTC under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to NCTC.
(b) Subcontracts.
(i) Monitoring. The City will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.
(ii) Content. The City shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement.
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basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to NCTC along with documentation concerning the selection process. (c) Hatch Act. The City agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
ARTICLE VII
DISPUTE RESOLUTION
7.1 Mediation and Conciliation. Any controversy between NCTC and City arising out of or relating to this Agreement, or involving the construction or application of any of the terms, provisions, or conditions of this Agreement shall, on the written request of either NCTC or City served on the other, be submitted to a nonbinding mediation to such mediation or conciliation service as City and NCTC mutually agree, prior to submitting such controversy to arbitration pursuant to Section 7.2.
The decision of the mediator or conciliator shall not be binding on either party, and exercising the provisions of this Section 7.1 shall not prevent either party to this Agreement from subsequently pursuing arbitration of the dispute or controversy as provided in Section 7.2.
7.2 Arbitration. Except as provided in Section 7.1, any controversy between NCTC and City arising out of or relating to this Agreement, or involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall, on the written request of either NCTC or City served on the other, be submitted to arbitration; any such arbitration shall comply with and be governed by the provisions of the California Arbitration Act (Cal. Civil Proc. Code §§ 1280 – 1294.2).
NCTC and City shall mutually agree upon one person to hear and determine the dispute and, if the parties are unable to agree, then a judge’s decision shall be final and conclusive upon both parties. The cost of arbitration shall be divided equally among the parties. Any arbitral award, where appropriate, may be enforced by a court of competent jurisdiction through injunctive or other equitable relief, as well as relief at law (e.g., damages). NCTC and City shall each be entitled, as a matter of right, to apply to a court of competent jurisdiction for temporary, interim, provisional, or partial injunctive relief (e.g., temporary restraining order or preliminary injunction) during or prior to any arbitration proceedings. Neither this provision nor the exercise by either NCTC or City of its rights hereunder shall constitute a waiver by either NCTC or City of any other rights hereunder which it may have to damages or otherwise.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year above first written.
CITY:
CITY OF LANCASTER,
a municipal corporation and charter NCTC
By:
Trolis Niebla
City Manager
ATTEST:
By:
Andrea Alexander
City Clerk
APPROVED AS TO FORM:
STRADLING YOCCA CARLSON & RAUTH
By:
Allison E. Burns
City Attorney
NCTC:
NORTH LOS ANGELES TRANSPORATION
COALITION,
a California joint powers authority
By:
Arthur V. Sohikian
Executive Director
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EXHIBIT A
MOU
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EXHIBIT B
STATEMENT OF WORK
[to be inserted].
Attachment No. 1 to Exhibit B
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ATTACHMENT 1 TO EXHIBIT B
BUDGET
[To be inserted]
Attachment No. 1 to Exhibit B
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EXHIBIT C
LACAHSA GUIDELINES