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1977-1222_CA DEPT OF AGING_Agreement9TAi4DARD AGREEMENT — gTroa„EY�ERAL BTA ;E OF CA;.IFORNIA SrD 2 (RrV. 10/72) • TfIIS ACIIEE,LIENT, made and entered into this 22 ___day of December _ 1977 ' in the State of California, by and between State of California, through its duly elected or appointed, qualified and acting ❑ CONTRACTOR ❑ STATE AGENCY ❑ DEPT. OF GEN. SER. ❑ CONTROLLER El ❑ TITLEOFOFFICER ACTING FOR STATE AGENCY NUMBER Director I California Department of Aging 1 30581670 City of San Juan Capistrano hereafter called the Contractor. WITNESSETII: That the Contractor fof and in consideration of the covenants, conditions, agreements, and stipulations of the State hereinafter expressed, does hereby agree to furnish to the State services and materials, as follows: (Set forth service to be rendered by Contractor, amount to be paid Contractor, time for performance or completion, and attach plans and specifications, if any.) In order to carry out the purpose of Title 45 Code of Federal Regulations, Public Welfare, Chapter XIII, Administration on Aging, Part 1326 Multipurpose Senior Centers, pursuant to provisions of the Older Americans Ar_t of 1965, as amended, the California Department of Aging has been authorized to receive funds for paying part of the costs for acquiring, altering and renovating existing facilities to serve as Multipurpose Senior Centers. Whereas, contractor having submitted an approved Project Application, it is mutually agreed as follows: The provisions on the reverse side hereof constitute a part of this agreement. IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon the date first above written. STATE OF CALIFORNIA CONTP,ACTOR AGENCYA- .1 CONT�ICTOR " OTH£R THAN AN INOIV A4 STATE WHETHER A CORPORATION. PAR�y(RSNIP. C.1 California Department of Arc inci PADDRESS DY (AUT RIZED SIGNATU ) p. TI LE — Director (CONTINUED ON � SN SETS, EACH BEARING NAME OF CONTRACTOR) Do Not Write in This '+pore D: oc,I ;,; eF General Services APPROVED FEB 2819781 S. Mocalis San Juan Ca,Dlstrano istrano. CA 92675 $ 421019 Title V Grant UNENCUMBERED BALANCE ITEM CHAPTER. SIATUTEd FISCAL YEAR $ — — 1978 — ADJ.INCREASING ENCUM- FUNCTION BRANC£ $ Contractual Service 1 hrrrby rrrtif y rpn.n nIy vlon personal knowhe re tiuit hudgcYcd funds T.B.A. NO. B.R. NO. re anriluble for t y:riodaatparpo.sc of the cxpenditore statedfbove. IGNATURE A OUNI'II ..OFF LR DATE 1 hrrrby r Ttih thatr.' it' ,e for ul. million ."'t Jurdl in Slaty Administraline 'J anud S, rfion 1-ol.13 rvnrl kie( bran tomph"d wit; am Ii., Jnramcnt is ,Aempt 1'7nm rrrirw by the fhpamn, al of Pinarur. SIGNAT RE OF OFFICE IGNING ON BEHALF OF THE AGENCY DATE osr 1. The Contractor agrees to indemnify, defend and save harmIcss the State, its officers, agents and employees from any and all claims am7 losses accruing or resulting to any and all contractors, subcontractors, matcrialmen, laborers and any other person, firm or corporation famishing or supplying work, services, materials or supplies in connection with the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Contractor in the performance of this contract. 2. The Contractor, and the agents and employees of Contractor, in the performance of this agreement, shall act in an independent capacity and not as officers or employees or agents of State of California. 3. The State may terminate this agreement and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. The cost to the State shall be deducted from any sum due the Contractor under this agreement, and the balance, if any, shall be paid the Contractor upon demand. 4. Without the written consent of the State, this agreement is not assignable by Contractor either in whole or in part. 5. Time is the essence of this agreement. 6. No alteration or variation of the terms of this contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. 7. The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. City of San Juan Capistrano • -2 . 1. (a) This project San Juan Hot Springs Dance Hall no. N7 , shall be carried out in accordance with Title V of the Older Americans Act of 1965, as amended, the program regulations and directives thereto, federal and state laws, and the State Manual for Title V operations and reporting requirements, all of which are or may be operative during the term of this contract. (b) In addition, this project shall be carried out in accordance with the terms and conditions of the Project Application as approved by the State in making this award. (c) In the event of conflict between the provisions set forth in subparagraph 1 (a) and the terms and conditions of the Project Application, the provisions listed in subparagraph 1 (a) shall control. (d) In the event of conflict between provisions of this agreement and of the Project Application, the provisions of this agreement shall control. (e) Copies of all documents set forth in subparagraph 1 (a) hereto are available for inspection at California Department of Aging, 918 "J" Street, Sacramento, California 95814. 2. The approved Project Application which is on file with the State is hereby incorporated by reference and is made part of this agreement. 3. This agreement shall not be considered effective until signed by both parties hereto and approved by the State Department of General Services and is subject to the availability of funds. 4. The term of this agreement is from February 1, 1978 to September 30, 1978 subjlect, however, to earlier term- ination as herein provided. . 5. In consideration of the on-going performance of the above in a manner considered satisfactory to the State, the State shall pay Contractor a total amount not to exceed 42,019 , which is derived solely from federal funds and which shall be spent in accordance with the budget which is part of the approved Project Application. A portion of the total contract amount shall be paid Contractor not more frequently than monthly, in arrears unless State authorizes another method of payment, during the -term of this agreement up to the total con- tract amount, upon receipt and approval of Report of.Expenditures and Request for Payment (CDA -82 ) by the State in quadruplicate (4). 6. Contractor shall account for and maintain all funds received under the terms of this agreement separate from any other funds administered by Contractor. Contractor shall expend all funds received hereunder in accordance with this agreement. City of San Juan Capistrano • .3- 7. Contractor shall at all times during the term of this agreement maintain complete records of its activities and expenditures here- under in form satisfactory to 'the State and shall make all records pertaining to the project available for inspection and audit by the State or the Federal government or their duly authorized agents at any time during normal business hours. All such records must be maintained and kept available -by Contractor for a minumum of three years from the ending date of this contract if a state or federal audit has occurred, or five years from said date if no audit has occurred. In the event of audit exception, such records shall be maintained and kept available until every exception has been cleared to the satisfaction of the State. In addition, records for non -expendable property which was acquired with federal funds shall be retained for three years after final disposition of such property. Contractor shall timely submit all reports of its activities and expenditures as may be required by the State. 8. In the event any subcontractor is utilized by the Contractor for any portion of the project, Contractor, nevertheless, retains the prime responsibility for carrying out all the terms of this agreement, including the responsibility for insuring the availability and retention of records of subcontractors in accordance with paragraph 7 hereto. No subcontract utilizing funds from this agreement shall be entered into which has a term extending beyond the ending date of this agreement as set forth in paragraph 4 hereto. Specifications for any subcontract shall be submitted to the State in writing 15 days prior to award of that subcontract by Contractor. In the event Contractor contemplates using any profit-making entity as a sub- contractor, the State must approve of each such profit-making entity in writing prior to award of any such subcontract by Contractor. A copy of any executed subcontract must be forwarded to the State within 30 days after the beginning date of the subcontract. 9. Contractor shall have no authority to contract for or on behalf of, or incur obligations on behalf of, the State of California. 10. Contractor shall comply with all Department of Health, Education and Welfare regulations promulgated pursuant to Title VI of the Civil Rights Act of 1964. As indication of his intent to comply, Contractor shall complete and sign an Assurance of Compliance with such regula- tions (AoA-441), which form, when completed and signed by Contractor shall be attached hereto and incorporated herein by reference. 11. Authorized State or federal representatives shall have the right to monitor Contractor's performance, relating to acquisition, alteration and renovation, pursuant to this agreement on at least a bi-monthly basis, said monitoring to include but not be limited to inspec- tion of premises (acquired, altered or renovated), and interviews with project supervisor and staff during normal business hours. 12. No waiver of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of Contractor and State. No waiver or modification C},y of San Juan Capistrano • -4- • shall be effective in any case where approval of such waiver or modification by the State Department of General Services is re- quired by law, until such approval is obtained in writing from the State Department of General Services. 13. Prior to commencement of any work under this contract, Contractor shall insure that: a. Adequate insurance against liability on account of damage to persons or property is in effect for Contractor's employees as well as volunteers who may work on the project. b. Adequate insurance covering all Contractor's employees and/or volunteers under applicable workman's compensation laws is in effect. C. Adequate insurance as required by applicable local law or requirement is in effect by the Subcontractor/s. d. As a minimum the liability insurance for the Contractor and/or Subcontractor, as applicable, should provide limits of bodily injury coverage of not less than $100,000 per person and $300,000 per occurrence and property damage limits of not less than $50,000 per occurrence. The Contractor shall, until all work under this contract has been completed and all payments made hereunder have been liquidated, (i) maintain such insurance; (ii) maintain adequate insurance upon any property used for, acquired for or allocable to this contract to which title is held by the State; (iii) furnish such evidence with respect to his insurance to the State as the State may from time to time require. All insurance contracts secured by Contractor pursuant to this para- graph shall require each insurer to notify the State by registered mail to the California Department of Aging at 918 "J" Street, Sacra- mento, California 95814, of any modification, termination or cancel- lation of any contract of insurance between insurer and Contractor no less than five (5) days prior to the effective date of such modification, termination, or cancellation. Notice by the insurer shall be effective upon receipt of same by the State. In addition to any other requirements of this contract, Contractor shall notify the State of any modification, termination or cancel- lation of any contract of insurance secured by Contractor pursuant to this paragraph as soon as Contractor learns of the potential for or existence"of, whichever is earlier, any such modification, ter- mination or cancellation. 14. Contractor shall comply with all federal, state and local laws and regulations pertinent to its operation and shall keep in effect any and all licenses, permits, notices and certificates as are required. Contractor shall further comply with all laws applicable to wages and hours of employment, occupational safety, and to fire safety, health, and sanitation. 15. Any notice to be given hereunder by either party to the other may be affected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed communicated as of actual receipt. Mailed notices to the State shall be addressed to the California Department of Aging, 918 "J" Street, Sacramento, California 95814, and mailed City of San Juan Capistrano 0 -5- notices to Contractor shall be addressed to Contractor at the address indicated by it in its project grant application. Each party may change its address by written notice in accordance with this paragraph. 16. Upon written request to the State, Contractor may be excused from performance hereunder for any period of time attributable to delay caused by inclement weather, earthquake, fire, flood, cloudburst, cyclone or other natural phenomenon of a severe and unusual nature, act of the public enemy, epidemic, quarantine restriction, freight embargo „strike or labor dispute or any other unforeseeable cause - beyond the control and without the fault of Contractor. Contractor shall terminate the project only upon receipt of written approval by State and in accordance with procedures and instructions set forth in said notice of approval. 17. If, in the sole discretion of the State, conditions arise which warrant the suspension or termination of the project, the State may suspend or terminate project operations hereunder. Such suspension or termination shall be effective upon five (5) days written notice to Contractor of the action being taken, the reason for such action, and any conditions of the suspension or termination. Said notice shall also inform Contractor of its right to appeal such decision to the State and of the procedure for doing so. No federal or State funds shall be used to cover any cost accrued by Contractor during any period of suspension. The project shall be deemed terminated when its operations have been suspended for more than three consecutive months in any budget year. Conditions which may warrant suspension or termination include as non -exhaustive examples: Contractor's violation of the terms of this agreement; Contractor's inadequate project performance; or unavail- ability of resources adequate to complete the program. Contractor's failure to comply with the terms of any prior agreement with State may, in the sole discretion of the State, be deemed grounds for suspension or termination of this project. 18. Contractor may appeal any determination, decision, action or nonaction, including suspension or termination (hereinafter collectively referred to as "action"), affecting a Title V or a Title IX project under this agreement which dispute is not disposed of by agreement within fifteen (15) days after notice of such action by the Chief, Program Development Branch, in writing. This appeal shall be in writing, in duplicate and shall be addressed to the Chief, Program Support Division, California Department of Aging, 918 "J" Street, Sacramento, CA 95814. Such appeal shall set forth plainly the action or actions being appealed, the reasons Contractor finds such action unsatisfactory, and its suggested course of action for State. The State representative, Chief, program Support Division, CDA, shall reduce her decision to writing and mail or otherwise furnish a copy thereto to the Contractor within fifteen (15) days. City of San Juan Capistrano • -6 • The decision of the State representative shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, the Contractor mails or otherwise furnishes the State a request for either an oral or written hearing, at its option before the Director. The Director shall set a date for any such hearing not later than sixty (60) days following receipt of the request therefor, at a time and place convenient to the parties. Contractor may, at its own expense and without charging the same against project funds, be represented at such hearing by any representative of its choice not employed by the State. Con- tractor or its representative shall have the right to present Contractor's views at such hearing which record shall be either phonographic or stenographic. . The Director, or a designee of the Director, preferably having no contact with the project, who hears the appeal, shall make a written decision within thirty (30) days of the close of any hearing held thereon. Any decision by the Director, or designee of the Director, in writing, shall constitute the final decision of the Department of Aging. Unless the Director directs otherwise, no appeal of any action, including suspension or termination, shall operate to stay the effective date of such action. Contractor, within ninety (90) days after receiving notice of the final decision of the California Department of Aging, may file a petition with the superior court, praying for a review of the record of the entire pro- ceedings in the matter, upon questions of law involved in the case. Such review, if granted, shall be the exclusive remedy available to Contractor for review of CDA's decision. 19. The State shall retain title to all capital asset equipment, which is purchased wholly or in part with federal or state funds. At termination or completion of the project, Contractor shall dispose of said equipment in accordance with federal and state procedures. If the equipment is to continue to be used to further the purpose of the Older Americans Act, title to said equipment may be relinquished to the Contractor upon written approval by State of a request by Contractor to transfer owner- ship of the equipment to Contractor. 20. The State Department of Finance will perform the required audit on this contract for the State. Such audit will be performed at a mutually agreed date among the State, Contractor and the Department of Finance. 21. No later than thirty (30) days prior to the ending date of this contract, Contractor shall provide State with its estimate of the amount of funds which will remain unexpended at the ending date. Upon termination or expiration of this agreement Contractor shall return to the State immediately upon written demand any unencumbered funds and unearned funds. City of San Juan Capistrano 22. The Rules and Regulations dated July 5, 1977 contained in Title 45 - Public Welfare, Chapter XIII - Office of Human Development, Depart- ment of Health, Education and Welfare, Subchapter C - Administration on Aging, Older Americans Programs, Part 1326 - Multipurpose Senior Centers, is hereby incorporated by reference and is made a part of this contract (Enclosure 1). 23. Since this agreement is partially funded by federal grant funds, the Contractor will comply with the provisions contained in the following Acts and/or will include such provisions in any applicable subcontracts. a. Copeland "Anti -Kick Back" Act (18USC874, 400SC 276C) (29CFR Part 3) b. Davis -Bacon Act (40USC276a-276a-7) (29CFR Part 5.0) C. Contract Work Hours and Safety Standards Act (40USC 327-330) (29 CFR Part 5) 24. When federal funds are involved, contracts for alteration or renovation of real property and which do not exceed $100,000, the Contractor shall follow the applicable local law relating to bid guarantees (bonds), performance bonds and payment bonds. 25. If a facility is to be acquired for a Multipurpose Senior Center, Contractor shall comply with the following: a. Sections 1326.8 et seq. of Enclosure 1. b. Provide adequate insurance for fire and against liability on account of damage to persons or property; and C. that Multipurpose Senior Center building meets all the State and/or local health, fire, safety, zoning and sanitation codes. 26. Contractor assures that an existing facility which has been altered and/or renovated shall be used as a.Multipurpose Senior Center. The period of time in which such facility will be used as a center is as follows: a. Not less than three (3) years from the date the contract terminates where the amount of the award, including the non-federal share, does not exceed $30,000. b. If the award exceeds $30,000, the fixed period of time shall increase one (1) year for each additional $10,000 or part thereof, to a maximum of $75,000. c. For awards which exceed $75,000, the fixed period of time shall be not less than ten (10) years. 27. When a Contractor is a private nonprofit corporation, Contractor shall comply with California Government Code Section 14807 which provides that "all contracts and purchases of supplies in an amount of five thousand dollars ($5,000) or more shall be made or entered into with the lowest responsible bidder meeting specifications". 28. The Procurement Standards prescribed by the Office of Management and Budget which are set forth, in Attachment O, Circular A102 Revised, September 12, 1977 are hereby incorporated by reference and are made a part of this contract (Enclosure 2). 29. As used through this agreement, the term "shall", is mandatory; the term "may", is permissive. T5 (12/77) -2 - and agreements made in this assurance, and that the Grantor or the United States or both shall have the right to seek judicial enforcement of this assurance. This assurance is binding on the subgrantee, its successors, transferees, and assignees, and the person or persons whose signatures appear below are authorized to sign this assurance on behalf of the Subgrantee. DATED February 1, 1978 City of San Juan Capistrano (Subgrantee) 32400 Paseo Adelanto San Juan Capistrano, CA 92675ritle (Recipient's mailing address) ent, Chairman o able authorized S. MOCALIS City Manager Board, or official) ASSURANCE OF COMPLIANCE WITH THE DEPARTMENT OF HEALTH, EDUCATION, AND WELFARE REGULATIONS UNDER TITLE VI OF THE CIVIL RIGHTS ACT OF 1954 City of San Juan Capistrano (hereinafter (Name of Subgrantee or Secondary Recipient) called the Subgrantee) HEREBY AGREES THAT it will comply with Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and all requirements imposed by, or pursuant to the Regulation of the Department of Health, Education, and Welfare (45 CFR Part 80) issued pursuant to that title, to the end that, in accordance with Title VI of that Act and the Regulation, no person in the United States shall, on the ground of race, -color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Subgrantee receives Federal financial assistance from California Department of Agin , a recipient of Federal financial (Name of Grantor) assistance from the Department (hereinafter called Grantor); and HEREBY GIVES ASSURANCE THAT it will immediately take any measures necessary to effectuate this agreement. If any real property or structure thereon is provided or improved with the aid of Federal financial assistance extended to the Subgrantee by the Grantor, this assurance shall obligate the Sub- grantee, or in the case of any transfer of such property or struc- ture is used for a purpose for which the Federal financial assis- tance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is so provided, this assurance shall obligate the Subgrantee for the period during which it retains ownership or possession of the property. In all other cases, this assurance shall obligate the Subgrantee for the period during which the Federal financial assistance is extended to it by the Grantor. THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, discounts or other Federal financial assistance extended after the date hereof to the Subgrantee by the Grantor, including installment payments after such date on account of applications for Federal financial assistance which were approved before such date. The Subgrantee recognizes and agrees that such Federal financial assistance will be extended in reliance on the representations AoA Form 441 (To be completed by applicant for any grant from the State Agency designated to implement the older Americans' Act. Where provision of facilities is involved, HEW Form 441 is to be executed.) R