03.11 Appropriation Building Homes and Jobs Act Grantt PO\
1 . o`t'C`
1* AGENDA ITEM
FGb pPa!''May 12, 2020
TO: Honorable Mayor and Members of the City Council
THRU: Rick Otto, City Manager
FROM: Bill Crouch, Community Development Directoru-
W
REVIEW: City Manager Finance
1 . SUBJECT
Appropriation of $310,000 in Senate Bill 2 (SB-2) - Building Homes and Jobs Act - grant
funds.
2. SUMMARY
310,000 in SB-2 funds to be used in the preparation, adoption, or implementation of
planning documents that streamline housing project approvals and accelerate housing
production.
3. RECOMMENDED ACTION
1. Accept into the City's revenue budget a $310,000 grant from the State Housing and
Community Development Department, into the following revenue account numbers of
the SB-2 Building Homes and Jobs Act fund:
40,000 312.6011.45290.30142 — Small Lot Ordinance
240,000 312.6011.45290.30143 — North Tustin Specific Plan
30,000 312.6011.45290.30144 —Transfer of Development Rights
Ordinance
2. Authorize the appropriation of $310,000 into the following expenditure account
numbers for consultant services reimbursements:
40,000 312.6011.51670.30142 — Small Lot Ordinance
240,000 312.6011.51670.30143 — North Tustin Specific Plan
30,000 312.6011.51670.30144 —Transfer of Development Rights
Ordinance
4. FISCAL IMPACT
The total appropriations for this grant are funded by the additional revenue received from
the State Housing and Community Development Department.
ITEM 3•I I i OS/12/2020
5. STRATEGIC PLAN GOALS
3. Enhance and Promote Quality of Life in the Community
c. Support and enhance attractive, diverse living environments.
6. DISCUSSION AND BACKGROUND
The passage of the Building Homes and Jobs Act in 2017, SB-2, established a permanent
source of state funds for housing projects financed by recoding fees charged to certain
real estate transactions. On July 9, 2019, the City Council adopted Resolution No. 11173
authorizing the City of Orange to apply for $310,000 in SB-2 planning grant funds for the
preparation of housing related code amendments and planning documents to streamline
the approval process of housing development projects. The funding is not intended to be
used for housing development projects.
On January 15, 2020, the City of Orange and the State Housing and Community
Development (HCD) Department entered into an agreement awarding $310,000 in SB-2
funds. Three projects, were identified as part of the scope of work for the SB-2 funds:
1. Small Lot Subdivision Ordinance — $40,000
Create a mechanism in the Code for streamlining alternative residential
development formats on smaller infill sites that provide a flexible zoning
mechanism for accommodating these projects. In addition, make project
entitlement more straightforward by enabling staff to find projects exempt from
CEQA, resulting in an abbreviated entitlement process.
2. North Tustin Street Specific Plan — $240,000
Replace the Commercial-Tustin Redevelopment Project Area (C-TR) zoning with
a specific plan for the North Tustin Street corridor that preserves the
retail/commercial development potential of the corridor while allowing multi-family
residential development in a zoning district that presently does not allow for
residential development other than senior housing. Enable the City with the ability
to craft standards tailored to development objectives for this area, and support the
long-term plans of the property owners of the Village at Orange, as well as provide
an incentive for property reinvestment along the corridor.
3. Transfer of Development Rights Ordinance — $30,000
Design and implement a "Transfer of Development Rights Ordinance," a planning
tool to redirect development rights to areas more suitable for growth and
development. Provide flexibility to the landowners and developers to consider
transferring the development rights from sites owned by landowners that are not
suitable for high-density development to sites that can accommodate high density
and intensity of use and ultimately increase housing production.
As a condition of the SB-2 grant, the City must front the cost of the projects and then
submit for reimbursement when the below criteria is met:
Costs have incrementally accumulated to a minimum of $46,500 in reimbursable
expenses
Reimbursement requests do not exceed once a quarter
Proof of a deliverable can be made, as defined in an agreement
ITEM 2 OS/12/2020
The City well be reimbursed based on performed tasks and deliverables. Should
circumstances arise that prevent full completion of the projects, the City could be
responsible to repay the grant funds.
Furthermore, 5°/a or$15,500 of the awarded grant funds can be used to cover staff costs.
In order to track the expenses for each project, including staff time charged, staff is
proposing utilizing Fund 312 — SB-2 Building Jobs and Homes Act.
7. ATTACHMENTS
Agreement with Department of Housing and Community Development dated
January 15, 2020
ITEM 3 OS/12/2020
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL
SERVICES
STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER(if applicable)
STD 213(Rev.03/2019) 19-PGP 13382
t.This Agreement is enlered into beN een Ihe Conlrac6ng Agency and Ihe Conlractor named belovi:
CONTRACTING AGENCY NAME
DEPARTMENT OF HOUSING ANO COMMUNITY DEVELOPMENT
CONTRACTOR'S NAME
Ciry of Orange
2.The lerm of lhis Agreer nf is.
START OATE
Upon HCD Approval
THROUGH END DATE
12/31/2022
3.The max mum artwunl of thls AgreemeN Is:
5310,000.00
4.The parties agrea lo comply with the terms and condilions of the lollowing exhi6ils,which are by this relerence ma e a part ot the Aflreement.
EXHIBITS TITLE PAGES
Gchi it A Aulhonty.Pwpose and Scope of Work 2
ExhiGil 8 Budqet Detail and Paymenl Provisions 5
Exhibi C' State of Califomia General Terms and Condilions GTC-04l2017
Exhibil D PGP Terms and Condilions 8
Exhibil E Special Conditions 0
TOTAL NUMBER OF PAGES Al?ACHED 15
Items shown with an aslerisk('),a e hereby ncorporated by relerence and made part ol this agreemenl as il aftached herefo.
These tlocuments can be viewed al hRps:/Mntrir.dgs.ca.rynv/OLS/Resourcas
IN WITNESS WHEREOF,THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME(if other than an individual,state whether a corporatio,paR ership,etc.)
Ciry of Orange
CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP
300 E.Chapman Avenue Orange CA 92866
PRWTED NAME OF PCE-RSON SIGNING Ty V `/m
1 rrt
wct..i..-t,l t .v - VP ri
CONTRACTOR AUTHORIZED SIGNATURE D;TE sfZa 2a
STATE OF CALIFORNIA
CONTRACTING AGENCY NAME
Deparlment of Housing and Community Development
CONTRACTING AGENCY ADDRESS CITY STATE ZIP
2020 W.EI Camino Ave.,Suile 130 Sacramenlo CA 95833
PRINTED NAME OF PERSON SIGNING TITLE
Synthia Rhinehart Contracts Manager,
Business&Contrect Services Branch
CONTRACTING AGENCY AUTHORI2ED SIGNATURE DATE SIGNED
y 3 .0-
California Department of General Services Approval(or exemption,if applicab e)
Exempt per;SCM Vol. 1 4.04.A.3(DGS memo dated 6f12/1 D81)
City of Orange
19-PGP-13382
Page 1 of 2
EXHIBIT a
AUTHORITY. PURPOSE AND SCOPE OF WORK
1. Authori
Pursuant to Health and Safety Code section 50470, subdivision (b)(1)(A), the State of
California Department of Housing and Community Development (the °DepartmenY' or
State")has established the Planning Grants Program ("PGP,"or the"Program"as defined
in Section 102 of the Guidelines) for Local Governments and Localities. This Standard
Agreement,along with all its exhibits(the"Agreement"), is entered into under the authority
of, and in furtherance of,the purpose of the Program. Pursuant to Health and Safety Code
Section 50470, subdivision (d), the Department has issued the Senate Bill 2 Planning
Grants Program Year 1 Guidelines(the"Guidelines")dated December 2018 goveming the
Program, and a Notice of Funding Availability (°NOFA") dated March 28, 2019,
2. Puruose
In accordance with the authority cited above, the Grantee has been awarded financial
assistance in the form of a grant from the Program. The Department has agreed to make
the grant to provide financial assistance for the preparation, adoption and implementation
of a plan for Accelerating Housing Production and Streamlined Housing Production (as
defined in Section 102 of the Guidelines) pursuant to the terms of the Guidelines, the
NOFA, and this Agreement. By entering into this Agreement and thereby accepting the
award of the Program funds,the Grantee agrees to comply with the terms and conditions
of the Guidelines, the NOFA, this Agreement, the representations contained in the
application, and the requirements of the authority cited above. Based on the
representations made by the Grantee,the State shall provide a grant in the amount shown
in Exhibit B, Section 2.
3. Definitions
Terms herein shall have the same meaning as definitions in Section 102 of the Guidelines.
4. Scooe of Work
Update planning documents, entitlement processes or zoning ordinances in accordance
with the Grantee's Schedule F: Project Timeline and Budget, as provided by the Grantee
in the SB 2 Planning Grant Program application used for subsequent approval by the
Department.
5. Department Contract Coordinator
The Contract Coordinator of this Agreement for the Department is the Housing Policy
Development Manager, or the Manager's designee. Unless otherwise informed, any
Planning Grants Program(PGP)
NOFA Date: March 28,2019
Approved Date: October 17,2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 2 of 2
EXHIBIT A
notice, report, or other communication required by this Agreement shall be mailed by first
class mail to the Department Contract Coordinator at the following address:
Department of Housing and Community Development
Housing Policy Development
Land Use Planning Unit
Attention: PGP Program Manager
2020 West EI Camino Avenue, Suite 500
Sacramento, CA 95833
P. O. Box 952050
Sacramento, CA 94252-2050
Planning Grants Program(PGP)
NOFA Date: March 28,2019
Approved Date: October 17,2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 1 of 5
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
1. Anulication for Funds
A. The Department is entering into this Agreement on the basis of, and in reliance on
facts, information, assertions and representations contained in the Application and
any subsequent modifications or additions thereto approved by the Department.
The Application and any approved modifications and additions thereto are hereby
incorporated into this Agreement.
B. The Grantee warrants that all information, facts, assertions and representations
contained in the Application and approved modifications and additions thereto are
true, correct, and complete to the best of the G antee's knowledge. In the event
that any part of the Application and any approved modiflcation and addition thereto
is untrue, incorrect, incomplete, or misleading in such a manner that would
substantially affect the DepartmenYs approval, disbursement, or monitoring of the
funding and the grant or activities governed by this Agreement, the Department
may declare a breach hereof and take such action or pursue such remedies as are
provided for breach hereof.
2. Grant and Reimbursement Limit
The maximum total amount granted and reimbursable to the Grantee pursuant to this
Agreement shall not exceed $310,000.
3. Grant Timelines
A. This Agreement is effective upon approval by all parties and the Department,which
is evidenced by the date signed by the Department on page one, Standard
Agreement, STD 213(the "Effective Date").
B. All Grant funds must be expended by June 30, 2022.
C. The Grantee shall deliver to the Department all final invoices for reimbursement
on or before February 28, 2022, to ensure meeting the June 30, 2022 deadline.
Under special circumstances, as determined by the Department, the Department
may modify the February 28, 2022 deadline.
D. It is the responsibility of the Grantee to monitor the project and timeliness of draws
within the specified dates.
Planning Grants Program (PGP)
NOFA Date: March 28,2019
Approved Date: October 17,2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 2 of 5
EXHIBIT B
4. Allowable Uses of Grant Funds
A. The Department shall not award or disburse funds unless it determines that the
grant funds shall be expended in compliance with the terms and provisions of the
Guidelines, the NOFA, and this Agreement.
B. Grant funds shall only be used by the Grantee for project activities approved by
the State that involve the preparation and adoption of project activities as stated in
the scope of wo ic, project description, project timeline and other parts of the
application, and eligible activities and uses pursuant to Article III of the Guidelines.
C. Grant funds may not be used for administrative costs of persons employed by the
Grantee for activities not directly related to the preparation and adoption of the
proposed activity.
D. The Grantee shall use no more than 5 percent of the total grant amount for costs
related to administration of the project.
E. A Grantee that receives funds under this Program may use a subcor tractor. The
subcontract shall provide for compliance with all the requirements of the Program.
The subcontract shall not relieve the Grantee of its responsibilities under the
Program.
F. After the contract has been executed by the Department and all parties, approved
and eligible costs for eligible activities may be reimbursed fo the project(s) upon
completion of deliverables in accordance with Schedule F: Project Timeline and
Budget and the Statement of Work and subject to the terms and conditions of this
Agreement.
G. Only approved and eligible costs incurred for work after the NOFA date,continued
past the date of execution and acceptance of the Standard Agreement and
completed during the grant term will be reimbursable.
H. Approved and eligible costs incurred ior to the NOFA date are ineligible.
5. Performance
The Grantee shall take such actions, pay such expenses, and do all things necessary to
complete the scope of work specified in Exhibit A and as incorporated by the SB 2 Program
application in accordance with the schedule for completion set forth therein and within the
terms and conditions of this Agreement.
Planning Grants Program(PGP)
NOFA Date: March 28,2o19
Approved Date: October 17,2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 3 of 5
EXHIBIT B
6. Fiscal Administration
A. The Grantee is responsible for maintaining records which fully disclose the
activities funded by the PGP grant. Adequate documentation for each
reimbursable transaction shall be maintained to permit the deterrnination,through
an audit if requested by the State, of the accuracy of the records and the
allowability of expenditures charged to PGP grant funds. If the allowability of
expenditure cannot be determined because records or documentation are
inadequate,the expenditure may be disallowed, and the State shall determine the
reimbursement method for the amount disallowed. The State's determination of
the allowability of any expense shall be final, absent fraud, mistake or arbitrariness.
B. Work must be completed priorto requesting reimbursement.The Department may
make exceptions to this provision on a case by case basis. tn unusual
circumstances, the Department may consider alternative arrangements to
reimbursement and payment methods based on documentation demonstrating
cost burdens, including the inability to pay for work.
C. Prior to receiving reimbursement, the Grantee shall submit the following
documentation:
1) Govemment Agency Taxpayer ID Form (GovTIN; Fi$cal form);
2) A Request for Funds on a form provided by the Department; and
3) Any and all documentation requested by the Department in the form and
manner as outlined in the following subsection D.
D. Grantee shall submit all required reimbursement documentation to the following
address:
Department of Housing and Community Development
Housing Policy Development
Land Use Planning Unit
Attention: PGP Program Manager
2020 West EI Camino Avenue, Suite 500
Sacramento, CA 95833
P. O. Box 952050
Sacramento, CA 94252-2050
E. The Grantee shall submit invoices for reimbursement to the Department according
to the following schedule:
Planning Grants Program (PGP)
NOFA Date: March 28,2019
Approved Date: October 17, 2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 4 of 5
EXHIBIT B
1) At maximum, once per quarter; or
2) Upon completion of a deliverable, subject to the DepartmenYs approval; and
3) At minimum, one invoice for reimbursement annually.
The Department will use the 2019 calendar year beginning with January,with first
requests for reimbursement accepted on or after September 30, 2019.
F. The request for reimbursement must be for a minimum of 15 percent of the
maximum grant amount awarded.The Department may consider exceptions to the
minimum amount requested on a case-by-case basis. All invoices shall reference
the contract number and shall be signed and submitted to the DepartmenYs
Program Manager at the address provided above in Section 6, item D of Exhibit B.
Invoices shall include at a minimum the following information:
1) Names of the Grantee's personnel perforrning work;
2) Dates and times of project work;
3) Itemized costs in accordance with the Schedule F: Project Timeline and
Budget and Statement of Work, including ident cation of each employee,
contractor, subcontractor staff who provided services during the period of the
invoice, the number of hours and hourly rates for each of the Grantee's
employees, contractor(s), sub-recipient(s) or subcontractor's staff
member(s), authorized expenses with receipts, and contractor, sub-recipient
and subcontractor invoices; and
4) Any other documents, certifications, or evidence deemed necessary by the
Department prior to disbursement of grant funds.
G. The Department will reimburse the Grantee directly for all allowable project costs
as promptly as the DepartmenYs fiscal procedures permit upon receipt of an
itemized signed invoice.
H. The Department recognizes that budgeted deliverable amounts are based upon
estimates. Grantees may request, in writing, a budget adjustment across
deliverables subject to written approval by the Department, as long as the total
budget does not exceed the maximum amount awarded to the Grantee.
I.Grant funds cannot be disbursed until this Standard Agreement has been fully
executed.
Planning Grants Program(PGP)
NOFA Date: March 28,2019
Approved Date: October 17,2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 5 of 5
EXHIBIT B
J. Grant fund payments will be made on a reimbursement basis; advance payments
are not allowed. The Grantee, its subcontractors and all partners, must have
adequate cash flow to pay ali grant-related expenses prior to requesting
reimbursement from the Department. The Department may consider altemative
a rangements to reimbursement and payment methods based on documentation
demonstrating cost burdens, including the inability to pay for work pursuant to
Section 601(of the Guidelines.
K. The Grantee will be responsible for compiling and submitting all invoices,
supporting documentation and reporting documents. Invoices must be
accompanied by reporting materials where appropriate. Invoices without the
appropriate reporting materials will not be paid.
1) Supporting documentation may include, but is not limited to; purchase
orders, receipts, progress payments, subcontractor invoices, timecards, or
any other documentation as deemed necessary by the Department to
support the reimbursement to the Grarrtee for expenditures incurred.
L. The Grantee will submit for reimbursements to the Department based on actual
costs incurred, and must bill the State based on clear and completed objectives
and deliverables as outlined in the application, in Schedule F: Project Timeline and
Budget, the Statement of Work, and/or any and all documentation incorporated
into this Standard Agreement and made a part thereof.
M. The Department may withhold 10 percent of the grant until grant terms have been
fulflled to the satisfaction of the Department.
Planning Grants Program(PGP)
NOFA Date: March 28,2019
Approved Date: October 17, 2019
Prep. Date: December 6, 2019
City of Orange
19-PGP-13382
Page 1 of 8
EXHIBIT D
PGP TERMS AND CONDITIONS
1. Reuortinsr
A. During the term of the Standard Agreement the Grantee shall submit, upon request of the
Department, a perFormance report that demonstrates satisfaction of all requirements
identified in this Standard Agreement.
B. Upon completion of all objectives and deliverables required to fulfill this contract pursuant
to Schedule F: Project Timeline and Budget and the Scope of Wo ic, Exhibit A, Section 4,
and as referred to in Exhibit B, Section 6, subsection K. within this Standard Agreement,
the Grantee shall submit a final close out report in accordance with Section 604,
subsection (b), and as instructed in Attachment 3 of the December 2018 Planning Grants
Program Guidelines. The close out report shall be submitted with the final invoice by the
end of the grant term as listed in Exhibit B, Section 3, subsection C.
2. Accountina Records
A. The Grantee, its staff, contractors and subcontractors shall establish and maintain an
accounting system and reports that properly accumulate incurred project costs by line.
The accounting system shall conform to Generally Accepted Accounting Principles
GAAP), enable the determination of incurred costs at interim points of completion, and
provide support for reimbursement payment vouchers or invoices.
B. The Grantee must establish a separate ledger account for receipts and expenditures of
grant funds and maintain expenditure details in accordance with the scope of work, project
timeline and budget. Separate bank accounts are not required.
C. The Grantee shall maintain documentation of its normal procurement policy and
competitive bid process (including the use of sole source purchasing), and financial
records of expenditures incurred during the course of the project in accordance with
GAAP.
D. The Grantee agrees that the state or designated representative shall have the right to
review and to copy any records and supporting documentation pertaining to the
pertormance of the Standard Agreement.
E. Subcontractors employed by the Grantee and paid with moneys under the terms of this
Standard Agreement shall be responsible fo maintaining accounting recards as specfied
above.
3. Audits
A. At any time during the term of the Standard Agreement, the Department may pertorm or
cause to be perforrned a financial audit of any and all phases of the award.At the
Planning Grants Program (PGP)
NOFA Date: March 28,2019
Approved Date: October 17,2019
Prep. Date: December 6, 2019
City of Orange
19-PGP-13382
Page 2 of 8
EXHIBIT D
DepartmenYs request, the Grantee shall provide, at its own expense, a financial audit
prepared by a certified public accountant. The State of Califomia has the right to review
project documents and conduct audits during and over the project life.
1) The Grantee agrees that the Department or the DepartmenYs designee shall have
the right to review, obtain, and copy all records and supporting documentation
pertaining to performance of this Agreement.
2) The Grantee agrees to provide the Department or the Department's designee, with
any relevant information requested.
3) The Grantee agrees to permit the Department or the DepartmenYs designee
access to its premises, upon reasonable notice, during normal business hours for
the purpose of interviewing employees who might reasonably have information
related to such records and inspecting and copying such books, records, accounts,
and other material that may be relevant to a matter under investigation for the
purpose of determining compliance with statutes, Program guidelines, and this
Agreement.
B. If a financial audit is required by the Department, the audit shall be pe formed by an
independent certified public accountant. Selection of an independent audit firm shall be
consistent with procurement standards contained in Exhibit D, Section 8 subsection A. of
this Standard Agreement.
1) The Grantee shall notify the Department of the auditor's name and address
immediately after the selection has been made. The contract fo the audit shall
allow access by the Department to the independent auditor's working papers.
2) The Grantee is responsible for the completion of audits and all costs of preparing
audits.
3) If there are audit findings,the Grarrtee must submit a detailed response acceptable
to the Department for each audit finding within 90 days from the date of the audit
finding report.
C. The Grantee agrees to maintain such records for possible audit after final payment
pursuant to Exhibit D, Section 3, subsection E. below, unless a longer period of records
retention is stipulated.
1) If any litigation, claim, negotiation, audit, monitoring, inspection or other action has
been started before the expiration of the required record retention period, all
records must be retained by the Grantee, contractors and sub-contractors until
completion of the action and resolution of all issues which arise from it. The
Grantee shall include in any contract that it enters into in an amount exceeding
10,000,the DepartmenYs right to audit the contractor's records and interview their
employees.
Planning Grants Program(PGP)
NOFA Date: March 28, 2019
Approved Date: October 17,2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 3 of 8
EXHIBIT D
2) The Grantee shall comply with the caveats and be aware of the penalties for
violation of fraud and for obstruction of investigation as set forth in Califomia Public
Contracts Code Section 10115.10.
D. The determination by the Department of the eligibility of any expenditure shall be final.
E. The Grantee shall retain all books and records relevant to this Agreement for a minimum
of(3)three years after the end of the term of this Agreement. Records relating to any and
all audits or litigation relevant to this Agreement shall be retained for five years after the
conclusion or resolution of the matter.
4. Remedies of Non-oerformance
A. Any dispute concerning a question of fact arising under this Standard Agreement that is
not disposed of by agreement shall be decided by the DepartmenYs Housing Policy
Development Manager, or the Manager's designee, who may consider any written or
verbal evidence submitted by the Grantee. The decision of the DepartmenYs Housing
Policy Development Manager or Designee shall be the DepartmenYs final decision
regarding the dispute.
B. Neither the pendency of a dispute nor its consideration by the Department will excuse the
Grantee from full and timely pertormance in accordance with the terms of this Standard
Agreement.
C. In the event that it is determined, at the sole discretion of the Department,that the Grantee
is not meeting the terms and conditions of the Standard greement, immediately upon
receiving a written notice from the Department to stop work, the Grantee shall cease all
work under the Standard Agreement.The Department has the sole discretion to determine
that the Grantee meets the terms and conditions after a stop work order, and to deliver a
written notice to the grantee to resume work under the Standard Agreement.
D. Both the Grantee and the Department have the right to terminate the Standard Agreement
at any time upon 30 days written notice. The notice shall specify the reason for early
termination and may permit the grantee or the Department to rectify any deficiency(ies)
prior to the early termination date. The Grantee will submit any requested documents to
the Department within 30 days of the early termination notice.
E. There must be a strong implementation component for the funded activity through this
Program, including, where appropriate, agreement by the locality to formally adopt the
completed planning document. Localities that do not formally adopt the funded activity
could be subject to repayment of the grant.
F. The following shall each constitute a breach of this Agreement:
1) Grantee's failure to comply with any of the terms and conditions of this Agreement.
2) Use of, or permitting the use of, grant funds provided under this Agreement for any
Planning Grants Program(PGP)
NOFA Date: March 28, 2019
Approved Date: October 17,2019
Prep. Date: December 6, 2019
City of Orange
19-PGP-13382
Page 4 of 8
EXHIBIT D
ineligible costs or for any activity not approved under this P greement.
3) Any failure to comply with the deadlines set forth in this Agreement unless approved
by the Program Manager.
G. In addition to any other remedies that may be available to the Department in law or equity
for breach of this Agreement, the Departmerrt may at its discretion, exercise the following
remedies:
1) Disqualify the Grantee from applying for future PGP Funds or other Department
administered grant programs;
2) Revoke existing PGP award(s)to the Grantee;
3) Require the retum of unexpended PGP funds disbursed under this Agreement;
4) Require repayment of PGP Funds disbursed and expended under this agneement;
5) Seek a court order for specific pertormance of the obligation defaulted upon, or the
appointment of a receiver to complete the obligations in accordance with the PGP
Program requirements; and
6) Other remedies available at law, or by and through this agreement. All remedies
available to the Department are cumulative and not exclusive.
7) The Department may give written notice to the Grantee to cure the breach or
violation within a period of not less than 15 days.
5. Indemnification
Neither the Department nor any officer or employee thereof is responsible for any injury, damage
or liability occurring by reason of anything done or omitted to be done by the Grantee, its officers,
employees, agents, its contractors, its sub-recipients or its subcontractors under or in connection
with any work, authority or jurisdiction conferred upon the Grantee under this Standard
Agreement. It is understood and agreed that the Grantee shall fully defend, indemnify and save
harmless the Department and all of the DepartmenYs staff from all claims,suits or actions of every
name,kind and description brought forth under, including, but not limited to,tortuous,contractual,
inverse condemnation or other theories or assertions of liability occurring by reason of anything
done or omitted to be done by the Grantee, its officers, employees, agents contractors, sub-
recipients, or subcontractors under this Standard Agreement.
6. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent
breach. The failure of the Department to enforce at any time the provisions of this Agreement, or
to require at any time, performance by the Grantee of these provisions, shall in no way be
Planning Grants Program(PGP)
NOFA Date: March 28,2019
Approved Date: October 17,2019
Prep. Date: December 6, 2019
City of Orange
19-PGP-13382
Page 5 of 8
EXHIBIT D
construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right
of the Department to enforce these provisions.
7. Relationshic of Parties
It is expressly understood that this Standard Agreement is an agreement executed by and
between two independent govemmental entities and is not intended to,and shall not be construed
to, create the relationship of agent, servant, employee, partnership, joint venture or association,
or any other relationship whatsoever other than that of an independent party.
8. Third-Partv Contracts
A. All state-govemment funded procurements must be conducted using a fair and
competitive procurement process.The Grantee may use its own procurement procedures
as long as the procedures comply with all City/County laws, rules and ordinances
goveming procurement, and all applicable provisions of Califomia state law.
B. Any contract entered into as a result of this Agreement shall contain all the provisions
stipulated in the Agreement to be applicable to the Grantee's sub-recipients, contractors,
and subcontractors. Copies of all agreements with sub-recipients, contracts, and
subcontractors must be submitted to the DepartmenYs program manager.
C. The Department does not have a contractual relationship with the Grantee's sub-
recipients, contractors, or subcontractors, and the Grantee shall be fully responsible for
all work performed by its sub-recipients, contractors, or subcontractors.
D. In the event the Grantee is partnering with another jurisdiction or forming a collaborative
effort between the Grantee and other jurisdictions who are grantees of the SB 2 Planning
Grants Program, the Grantee acknowledges that each partner and/or all entities forming
the SB 2 Planning Grants Program collaborative are in mutual written agreement with each
other but are contractually bound to the Department under separate, enforceable
contracts.
E. In the event the Grantee is partnering with another jurisdiction or forming a collaborative
effort with other entities that are not grantees of the SB 2 Planning Grants Program, the
Department shall defer to the provisions as noted in subsections 8(B)and 8(C)of this part.
9. Compliance with State and Federal Laws. Rules. Guidelines and Res ulations
A. The Grantee agrees to comply with all state and federal laws, rules and regulations that
pertain to construction, health and safety, labor, fair employment practices, equal
opportunity, and all other matters applicable to the grant, the Grantee, its contractors or
subcontractors, and any other grant activity.
B. During the performance of this Agreement, the Grantee assures that no otherwise
qualified person shall be excluded from participation or employment, denied program
Planning Grants Program (PGP)
NOFA Date: March 28,2019
Approved Date: October 17,2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 6 of 8
EXHIBIT D
benefits, or be subjected to discrimination based on race, color, ancestry, national origin,
sex, gender, gender identity, gender expression, genetic information, age, disability,
handicap, familial status, religion, or belief, under any program or activity funded by this
contract, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42
USC 3601-20) and ail implementing regulations, and the Age Discrimination Act of 1975
and all implementing regulations.
C. The Grantee shall include the nondiscrimination and compliance provisions of this clause
in all agreements with its sub-recipients, contractors,and subcontractors,and shall include
a requirement in all agreements with all of same that each of them in tum include the
nondiscrimination and compliance provisions of this clause in all contracts and
subcontracts they enter into to perform work under the PGP.
D. The Grantee shall, in the course of pertorming project work, fully comply with the
applicable provisions of the Americans with Disabilities Act(ADA)of 1990,which prohibits
discrimination on the basis of disability, as well as all applicable regulations and guidelines
issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
E. The Grantee shall adopt and implement affirmative processes and procedures that provide
information, outreach and promotion of opportunities in the PGP project to encourage
participation of all persons regardless of race, color, national origin, sex, religion, familial
status, or disability. This includes, but is not limited to, a minority outreach program to
ensure the inclusion, to the maximum extent possible, of minorities and women, and
entities owned by minorities and women, as required by 24 CFR 92.351.
10. Litis ation
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of
competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not
affect any other provisions of this Agreement and the remainder of this Agreemerrt shall
remain in full force and effect. Therefore, the provisions of this Agreement are, and shall
be, deemed severable.
B. The Grantee shall notify the Department immediately of any claim or action undertaken
by or against it, which affects or may affect this Agreement or the Department, and shall
take such action with respect to the claim or action as is consistent with the terms of this
Agreement and the interests of the Department.
11. Chanaes in Terms/Amendments
This Agreemerrt may only be amended or modified by mutual written agreement of both parties.
12. State-Owned Data
A. Definitions
Planning Grants Program (PGP}
NOFA Date: March 28,2019
Approved Date: October 17, 2019
Prep. Date: December 6, 2019
City of Orange
19-PGP-13382
Page 7 of 8
EXHIBIT D
1) Work:
The work to be diredly or indirectly produced by the Grantee, its employees, or by and of
the Grantee's contractor's, subcontractor's and/or sub-recipienYs employees under this
Agreement.
2) Work Product:
All deliverables created or produced from Work under this Agreement including, but not
limited to, all Work and Deliverable conceived or made, or made hereafter conceived or
made, either solely or jointly with others during the term of this Agreement and during a
period of six months after the termination thereof,which relates to the Work commissioned
or performed under this Agreement. Work Product includes all deliverables, inventions,
innovations, improvements, or other works of authorship Grantee and/or Grantee's
contractor subcontractor and/or sub-recipient may conceive of or develop in the course of
this Agreement, whether or not they are eligible for patent, copyrigM, trademark, trade
secret or other legal protection.
3) Inventions:
Any ideas, methodologies, designs, concept, technique, invention, discovery,
improvement or development regardless of patentability made solely by the Grantee or
jointly with the Grantee's contractor, subcontractor and/or sub-recipient and/or Grantee's
contractor, subcontractor, and/or sub-recipienYs employees with one or more employees
of the Department during the term of this Agreement and in performance of any Work
under this Agreement, provided that either the conception or reduction to practice thereof
occurs during the term of this Agreement and in performance of Work issued under this
Agreement.
B. Ownership of Work Product and Rights
1) All work Product derived by the Work pertormed by the Grantee, its employees or
by and of the Grantee's contractor's, subcontractor's and/or sub-recipienYs
employees under this Agreement, shall be owned by the Department and shall be
considered to be works made for hire by the Grantee and the Grantee's contractor,
subcontractor and/or subrecipient for the Department. The Department shall own
all copyrights in the work product.
2) Grantee, its employees and all of Grantee's contractor's, subcontractor's and sub-
recipienYs employees agree to perpetually assign,and upon creation of each Work
Product automaticatly assigns, to the Department, ownership of all United States
and international copyrights in each and every Work Product, insofar as any such
Wo lc Product, by operation of law, may not be considered work made for hire by
the Grantee's contractor, subcontractor and/or subrecipient from the Department.
From time to time upon the DepartmenYs request, the Grantee's contractor,
subcontractor and/or subrecipients, and/or its employees, shall confirm such
Planning Grants Program(PGP)
NOFA Date: March 28, 2019
Approved Date:October 17, 2019
Prep. Date: December 6,2019
City of Orange
19-PGP-13382
Page 8 of 8
EXHIBIT D
assignments by execution and delivery of such assignment, confirmations or
assignment or other written instruments as the Department may request. The
Department shall have the right to obtain and hold in its name all copyright
registrations and other evidence of rights that may be available for Work Product
under this Agreement. Grantee hereby waives all rights relating to identification of
authorship restriction or limitation on use or subsequent modification of the Work.
3) Grantee, its employees and all Grantee's contractors, subcontractors and sub-
recipients hereby agrees to assign to the Department all Inventions, together with
the right to seek protection by obtaining patent rights therefore and to claim all
rights or priority thereunder and the same shall become and remain the
DepartmenYs property regardless of whether such protection is sought. The
Grantee, its employees and Grantee's contractor, subcontractor and /or
subrecipient shall promptly make a complete written disclosure to the Department
of each Invention not othervvise clearly disclosed to the Department in the pertinent
Work Product, specifically noting features or concepts that the Grantee, its
employees and/or Grantee's contractor, subcontractor and/or subrecipient
believes to be new or different.
4) Upon completion of all work under this Agreement, all intellectual property rights,
ownership and title to all reports, documents, plans, specifications and estimates,
produced as part of this Agreement will automatically be vested in Department and
no further agreement will be necessary to transfer ownership to Department.
13. Special Conditions
The State reserves the right to add any special conditions to this Agreement it deems necessary
to assure that the policy and goals of the Program are achieved.
Planning Grants Progrem (PGP)
NOFA Date: March 28, 2019
Approved Date: October 17, 2019
Prep. Date: December 6, 2019