HomeMy WebLinkAboutORANGE, COUNTY OF (3)
A-2009-007
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t., 3~s COpy
'\0 i:* BETWEENCOUNTYO/g::~~:~DCITYOFSANTAANA
\ -1141 TO FUND CAPITAL IMPROVEMENTS FOR SANTA ANA POLICE ATHLETIC
AND ACTIVITIES LEAGUE
This Agreement, hereinafter "Agreement," to fund capital improvements for Santa
Ana Police Athletic and Activities League, hereinafter "SAPAAL," is made and entered by
and between the County of Orange, a political subdivision of the State of California,
hereinafter "COUNTY," and the City of Santa Ana, hereinafter "CITY," with a place of
business located at 20 Civic Center Plaza, Santa Ana, California 92702. COUNTY and CITY
may also be referred to herein as "party" or collectively as "parties."
RECITALS
WHEREAS, COUNTY, by Minute Order dated November 18, 2008, a copy of
which is on file with the Clerk of the Board of Supervisors of Orange County and which by
this reference is incorporated herein and made a part of hereof as if fully set forth, has
determined, pursuant to Goverrunent Code Section 26227, to expend a portion of its general
funds in the amount of $33,675 [hereinafter "the funds"] for contribution to CITY to be used
for building a basketball court, installing monkey bars, and installing an alarm system and
exterior parking gate, all on the building used by SAP AAL, hereinafter collectively referred
to as "project," to be completed between November 19, 2008 and November 18,2009.
WHEREAS, said project meets the social needs of the population of Orange County.
THEREFORE, in consideration of the mutual promises, covenants, and conditions
hereinafter set forth, the parties agree as follows:
1. EFFECTIVE PERIOD - TERMINATION DATE
The effective period of this Agreement shall be the period beginning November
19,2008 and ending November 18,2009, subject to the provisions of Section 15 of this
Agreement. CITY agrees that the funds received under this Agreement shall be disbursed on
or before November 18, 2009, and that any and all funds remaining as of November 19,
2009, which have not been disbursed shall be returned by CITY to COUNTY. No expense
of CITY will be reimbursed by COUNTY if incurred after November 18, 2009.
2. PROJECT PROPOSAL
CITY agrees to comply with all provisions set forth in this Agreement for use of
the funds in a professional, timely and diligent manner. The parties hereto agree that
concerning matters not specifically contained within the body of this Agreement, the
COUNTY's determinations will be final and the COUNTY will control the use of the funds.
CITY agrees that the funds will be used toward building a basketball court,
installing monkey bars, and installing an alarm sYstem and exterior parking gate between
November 19, 2008 and November 18,2009.
Notwithstanding Section I herein, CITY agrees to use any real or personal
property or equipment that is constructed, acquired or improved with the funds for its entire
useful life for the purposes, as described herein, for which the funds were granted to CITY by
COUNTY. CITY agrees to notify COUNTY promptly if it ceases to use such property or
equipment for the purposes described herein at any time before the end of its useful life.
CITY agrees to properly maintain, repair and keep in good working order all such property or
equipment.
CITY warrants that it will obtain and keep in full force and effect, during the term
of this agreement and for the useful life of any real or personal property or equipment
constructed, acquired or improved with the funds, all permits, licenses or other governmental
approvals required for the project and for any services provided in or with property or
equipment constructed, acquired or improved with the funds.
CITY further agrees that lack of compliance constitutes grounds for COUNTY to
pursue the remedies set forth in Section 15 of this Agreement and to reduce the level of
payment that otherwise would be provided under Section 6 of the Agreement. Such
reduction shall occur only as a result of action of the COUNTY Board of Supervisors.
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Before such reduction may be made, COUNTY shall provide CITY with at least ten (10)
days written notice of the proposed reduction and of the time and place where the Board of
Supervisors shall consider the reduction.
3. MODIFICATION OF AGREEMENT TERMS
The parties hereto agree that the terms agreed upon in Section 2 may be modified
so long as the amount of the total grant is not increased or reduced and the basic goals and
objectives of the project are not altered. However, no such modification shall be made
without the prior written approval of the County Executive Officer or his designee.
4. MAXIMUM UTILIZATION AND ACCESS TO RESIDENTS
CITY agrees that its level of operation will be adequate to ensure maximum
utilization by the public of the property, equipment, programs and/or services funded by this
Agreement and that an opportunity to use and enjoy said property, equipment, programs
and/or services shall be granted to all residents of the COUNTY on the same conditions
under which the residents of the target area may use and enjoy it.
5. EVALUATION
CITY agrees and understands that evaluation is an essential condition to this
Agreement and that COUNTY will evaluate CITY in accordance with this Agreement. The
parties hereto agree that at any time, and for any purpose, the County Executive Officer, or
his designee, may call for an Evaluation to be conducted.
6. FA YMENTS BY COUNTY
Upon the effective date of this Agreement, COUNTY agrees to make periodic
payments to CITY upon receipt of invoice(s) from CITY showing actual amounts expended
by CITY for the project, or CITY may invoice County upon receipt of invoice from service
provider for approved project expenses as identified in Section 2. Total payment hereunder
shall be limited to $33,675.
7. CONFLICT OF INTEREST AND GRATUITIES
CITY agrees and understands that COUNTY's funds shall not be used by CITY
to payor reimburse any staff person or consultant who is a member or officer of the City
Councilor other official governing body of CITY. CITY warrants that no gratuities, in the
form of entertainment, gifts or otherwise, were offered or given by CITY or any agent or
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representative of the CITY with a view toward securing the Agreement or securing favorable
treatment with respect to any determinations concerning the performance of the Agreement.
8. ACCESS AND RECORDS
CITY shall keep true and accurate accounts, records and books in performance of
this Agreement in accordance with generally accepted accounting principles. Unless
otherwise agreed in writing by the County Executive Officer, or designee, CITY shall
maintain separate accounting records for all funds received from COUNTY under this
Agreement. All accounting records and evidence pertaining to all costs of CITY shall be
kept available at CITY's office or place of business during duration of this Agreement and
thereafter for a period not less than five (5) years. CITY shall make all of its records
available to COUNTY upon request during regular business hours for the purpose of
evaluation or auditing and shall furnish clerical assistance for these purposes to COUNTY as
required. CITY agrees to impleme~t all accounting and/or record-keeping recommendations
made by COUNTY for all funds received from COUNTY under this Agreement. In the event
CITY does not make its books and financial records available to COUNTY, CITY agrees to
pay all necessary and reasonable expenses, including attorney's fees, incurred by COUNTY
in obtaining the records and conducting an audit or evaluation.
9. INDEMNIFICATION AND INSURANCE
CITY agrees to indemnify, defend with counsel approved in writing by
COUNTY, and hold COUNTY, its elected and appointed officials, officers, employees,
agents and those special districts and agencies for which COUNTY'S Board of Supervisors
acts as the governing Board ("COUNTY INDEMNITEES") harmless from any claims,
demands or liability of any kind or nature, including but not limited to personal injury or
property damage, arising from or related to the performance provided by CITY pursuant to
this Agreement. If judgment is entered against CITY and COUNTY by a court of competent
jurisdiction because of the concurrent active negligence of COUNTY or COUNTY
INDEMNITEES, CITY and COUNTY agree that liability will be apportioned as determined
by the court or jury.
CITY certifies that it has insurance coverage or self-insurance that is adequate to
cover all risks associated with the project. If it has insurance covering the project, CITY will
add COUNTY as an additional insured.
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10. INDEPENDENT CONTRACTOR
CITY shall be considered independent contractors and neither their employees
nor subcontractors, agents or anyone else working under or on behalf of CITY or CITY shall
be considered an agent or an employee of COUNTY. Further, neither CITY or CITY's
employees nor subcontractors, agents or anyone else working under or on behalf of CITY or
CITY shall qualify for workers' compensation or other fringe benefits of any kind through
COUNTY.
II. ASSIGNMENT OR SUBCONTRACTING
The terms, covenants, and conditions contained herein shall apply to and bind
the heirs, successors, executors, administrators and assigns of the parties. Furthermore,
neither the performance of this Agreement nor any portion thereof may be assigned or sub-
contracted by CITY without the express written consent of COUNTY. Any attempt by CITY
to assign or sub-contract the performance or any portion thereof of this Agreement without
the express written consent of COUNTY shall be invalid and shall constitute a breach of this
Agreement.
12. NON-DISCRIMINATION
CITY shall not unlawfully discriminate in any way with respect to performance
of this Agreement, on the basis of race, religion, gender, sexual orientation, age, national
origin, ancestry, medical condition, or physical or mental disability and/or in violation of any
applicable state or federal law or regulation, including but not limited to the federal Age
Discrimination Act of 1975, Section 504 of the federal Rehabilitation Act of 1973, the
Americans with Disabilities Act, the federal Civil Rights Act of 1964, Title VII of the federal
Civil Rights Act of 1968, California Government Code section 11135 et seq., and the Unruh
Civil Rights Act, as those acts may have been amended.
CITY agrees that in the performance of this Agreement it will comply with all
applicable requirements of California Labor Code Section 1735, California Government
Code Section 12940 et seq., and federal statutes and regulations pertaining to employment
discrimination, and will not engage in nor permit any subcontractor to engage in unlawful
discrimination in employment of persons. This prohibition shall pertain to employment;
upgrading; demotion or transfer; recruitment advertising; layoff or termination; rates of pay
and other forms of compensation; selection for training, including apprenticeship; and any
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other action or inaction pertaining to employment matters. CITY acknowledges that a
violation of this provision shall subject CITY to all the penalties imposed for a violation of
anti-discrimination law or regulation, including but not limited to, Section 1720 et seq. of the
California Labor Code.
13. PROHIBITION AGAINST LOBBYING
CITY shall not use any part of the funds received under this Agreement for the
purpose of lobbying or for other activities intended to influence any legislation or the
outcome of any election.
14. BREACH-SANCTIONS
If, through any cause, CITY fails to fulfill in a timely and proper manner any of
its obligations under this Agreement, or if CITY violates any of the terms and conditions of
this Agreement or any prior Agreement whereby COUNTY funds were received by CITY, or
if CITY reports inaccurately, or if an Audit Report makes disallowances, CITY shall
promptly remedy its acts or omissions or repay COUNTY all amounts spent in violation
thereof. For any such failures or violations, COUNTY shall have the right to:
(a) Discontinue project support until such time as CITY fulfills its
obligation under this Agreement or any prior Agreement between
COUNTY and CITY;
(b) Collect such outstanding amounts as are determined by COUNTY to
be due COUNTY from CITY;
(c) Terminate this Agreement by giving written notice to CITY of such
termination and specifying the effective date thereof.
The remedies for breach set forth in this Agreement do not preclude resort by either Party to
any other remedies provided by law.
15. SOLE AGREEMENT
This Agreement expresses all the understandings of the parties concerning all
matters covered. No addition to or alteration of the terms of this Agreement shall be valid
unless made in the form of a written Amendment to this Agreement formally approved by the
parties hereto. Any addition or alteration of the Agreement may be subject to approval by
the COUNTY Board of Supervisors.
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16. GOVERNING LAW AND VENUE
This Agreement has been negotiated and executed in the State of California and
shall be governed by and construed under the laws of the State of California. In the event of
any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be
a court of competent jurisdiction located in Orange County, California, and the parties hereto
agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil
Procedure Section 394. Furthermore, the parties specifically agree to waive any and all
rights to request that an action be transferred for trial to another County.
17. NOTICES
Where required to be given under this Agreement, notices shall be in writing
and deemed given when transmitted or delivered personally or deposited in the United States
mail, postage prepaid, certified, addressed as follows:
COUNTY:
County Executive Office
County of Orange
333 W. Santa Ana Boulevard, 3rd Floor
Santa Ana, CA 92701-4062
Attn: Michelle Aguirre
CITY:
Santa Ana Police Athletic & Activity League
60 Civic Center Plaza
Santa Ana, CA 92705
Attn: Tom Serafin
18. AUTHORITY
The Parties to this Agreement represent and warrant that this Agreement has been
duly authorized and executed and constitutes the legally binding obligation of their respective
organization or entity, enforceable in accordance with its terms.
19. EMPLOYEE ELIGIBILITY VERIFICATION
CITY warrants that they fully comply with all Federal and State statutes and
regulations regarding the employment of aliens and others and that all its employees
performing work under this Agreement meet the citizenship or alien status requirement set
forth in Federal statues and regulations. CITY shall obtain, from all employees performing
work hereunder, all verification and other documentation of employment eligibility status
required by Federal or State statutes and regulations including, but not limited to, the
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Immigration Reform and Control Act of 1986,8 V.S.C. 91324 et seq., as they currently exist
and as they may be hereafter amended. CITY shall retain all such documentation for all
covered employees for the period prescribed by the law. CITY shall indemnify, defend with
counsel approved in writing by County, and hold harmless, the County, its agents, officers,
and employees from employer sanctions and any other liability which may be assessed
against the CITY or the County or both in connection with any alleged violation of any
Federal or State statutes or regulations pertaining to the eligibility for employment of any
persons performing work under this Agreement.
20. COMPLIANCE WITH PRIVACY LAWS
CITY warrants that in providing services to their clientele and in performance of
this Agreement, they will comply with all applicable state and federal confidentiality and
privacy laws, including but not limited to the federal Health Insurance Portability and
Accountability Act of 1996 and all amendments.
21. AGREEMENT WITH TERMS AND CONDITIONS
CITY acknowledges that it has read and agrees to all terms and conditions in this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement with their
respective signatures..
COUNTY OF ORANGE, a subdivision of the State of
California
DATE:
BY:
TITLE:
APPROVED AS TO FORM:
COUNTY COUNSEL .
ORANGE COUNTY, CALIFORNIA
DATE:
\\).-3~
BY: ~Wili~
Deputy
DATE: \.... 'W-O".
CITY OF SANTA ANA
~~
BY,
+> DA vrD N. REAM
TITLE: Citr Maaage;
DATE:
BY:
ATTEST:
TILE:
Clerk of the Council
APPROVED AS TO FORM:
DATE: J'}/-3Io't
BY: r/2~oP 1
TITLE: Assistant City Attorney
SIGNED AND CERTIFIED THAT A
COpy OF THIS DOCUMENT HAS
BEEN DELIVERED TO THE CHAIRMAN
OF THE BOARD
Darlene J. Bloom
Clerk of the Board of Supervisors
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/
.
County of Orange
November 24,2008
Tom Serafin
Santa Ana Police Athletic & Activities League
60 Civic Center Plaza
Santa Ana, CA 92705
RE: Agreement between County of Orange and City of Santa Ana for Capital
Improvements at Santa Ana Police Athletic & Activities League (SAPAAL)
The County Board of Supervisors approved an agreement between the County of
Orange and the City of Santa Ana on November 18, 2008 for allocation of $33,675
toward building a basketball court, installing monkey bars, and installing an alarm
system and exterior parking gate at the SAP AAL building. Attached are three
original copies of the agreement. Please obtain all required signatures on behalf of
the City of Santa Ana and return all three original copies to me at:
County of Orange
County Executive Office
333 W. Santa Ana Blvd., 3,dFloor
Santa Ana, CA 92701-4062
Attn: Michelle Aguirre
A copy of the fully executed agreement will be forwarded to you as soon as available.
If you have questions or require additional information, please do not hesitate to
contact me at (714) .!l34-4104.
M~CinistratiVe Manager III
County Executive Office
Attachment
cc: Kathryn Feather, 1st District, Board of Supervisors