The REC Center-2018-57 INDEPENDENT CONTRACTOR AGREEMENT
1
2
FOR FISCAL YEAR 2018-2019
3
4 THIS AGREEMENT is made and entered into as of this 1211 day of December, 2018, b
and between the City of Grand Terrace, a municipal corporation (hereinafter "City"
5 and Recreation, Education & Creative Arts Program (hereinafter "REC Center"),
6 California non-profit Corporation.
7 RECITALS
8 WHEREAS, City participates in the federally funded Community Development Bloc
9 Grant (CDBG) program as a cooperative city in the County Consortium, and receive
annual CDBG funding through the County of San Bernardino, hereinafter referred to a
to County.
11 WHEREAS, REC Center has expressed an interest in administering a variety o
12 classes, afterschool programs, camps and workshops for students in the City of Gran
Terrace.
13
WHEREAS, REC Center desires to participate in the CDBG program and represents t
14 City that it is qualified by reason of experience, preparation, organization, staffing, an
15 facilities to provide recreation, education and creative arts programs.
16 WHEREAS, On April 18, 2017, the County Board of Supervisors approved the 2015
2020 Consolidated Plan update and 2018-19, Action Plan; and, as part of that plan
17 allocated SEVEN THOUSAND ONE HUNDRED AND SIXTY FOUR DOLLAR
($7,164.00) in CDBG funds to the City of Grand Terrace for REC Center to operate
18 recreation, education and creative arts programs in the City of Grand Terrace.
19 WHEREAS, on December 12, 2018, the City agreed to accept, but has not yet received,
20 Community Development Block Grant funding from the County of San Bernardino
("County") in the amount of SEVEN THOUSAND ONE HUNDRED AND SIXTY FOU
21 DOLLARS ($7,164.00) for the purpose of contracting with REC Center for the time
22 period of July 1, 2018 to June 30, 2019 and for the provision of a "Recreation,
Education and Creative Arts Program", in accordance with Exhibit "A", Scope o
23 Services, incorporated herein.
24
25
1
WHEREAS, REC Center will, complete performance of the services described in Exhibi
1 'A", Scope of Services, which is incorporated herein by this Agreement, for the tim
2 period of July 1, 2018 to June 30, 2019.
3 WHEREAS, in order for the City to receive reimbursement in the amount of SEVEN
4
THOUSAND ONE HUNDRED AND SIXTY FOUR DOLLARS ($7,164.00) of CDB
funds, as described above, from the County of San Bernardino, the County requires City
5 to submit an Agreement between the City and REC Center to the County.
6 WHEREAS, the parties enter into this agreement to allow City to comply with th
7 County's CDBG funding requirements.
8 NOW THEREFORE, in consideration of the mutual promises contained herein, the Cit
9 of Grand Terrace and REC Center hereby agree as follows:
10 AGREEMENT
11 Section 1. Services.
12 A. City and REC Center mutually agree that payment of REC Center fo
13
performance of the services more specifically described in Exhibit "A",
Scope of Services, incorporated herein by this reference, ("Services") shall
14 be in the maximum amount of SEVEN THOUSAND ONE HUNDRED AN
15
SIXTY FOUR DOLLARS ($7,164.00) in Community Development Bloc
Grant ("CDBG") funds reimbursed to the City from the County related t
16 the services as described by Exhibit "A", Scope of Services, incorporate
herein.
17
18 B. City hereby agrees to reimburse REC Center, in a maximum amount o
SEVEN THOUSAND ONE HUNDRED AND SIXTY FOUR DOLLAR
ES
19 ($7,164.00), for staffing costs, mileage, equipment, rent, audit expense,
20
consultant services, and other related office supplies necessary for RE
Center to administer the "REC Program", in accordance with Exhibit "A",
21 Scope of Services, incorporated herein.
22 C. Prior to City's reimbursement to REC Center, REC Center shall delive
23 receipts for all eligible expenditures to the City. Expenditure reports shall
24
be documented with "audit ready" supportive evidence of eac
expenditure and proof of payment. Reimbursements shall be limited to th
25 total approved, properly documented expenditures. All reimbursemen
requests must be submitted no later than 30 days after the expiration o
2
I this Agreement. Requests received after said 30-day period shall b
considered non-compliant and not eligible for reimbursement under th
2 terms of this Agreement. REC Center shall submit a final request fo
3 reimbursement for the program year no later than July 31, 2019. An
4 balance remaining on this project after that date will be reprogrammed
5
D. REC Center shall further submit to the City a completed County of Sa
Bernardino Department of Economic and Community Developmen
6 Monthly Program Progress and Direct Benefit Report and a complete
Beneficiary Qualification Statement, attached herein as Exhibit B reflectin
program activity for the term wherein Services were performed.
8 Section 2. Independent Contractor. It is the express intention an
9 understanding of the parties hereto that REC Center will act as an independen
10
contractor and not an employee or agent of City. Nothing in this Agreement shal
be interpreted or construed as creating or establishing a relationship of ern to e
11 or employee between REC Center and City. Both parties acknowledge that RE
12 Center is not an employee for State tax, Federal tax, or any other purpose.
13 Section 3. Term. The term of this Agreement shall be one (1) year starting
July 1, 2018 and ending June 30, 2019.
14
Section 4. Termination. City shall have the right to terminate this Agreement,
15 with or without cause, upon twenty (20) days of prior written notice to RE
16 Center. City shall have no liability for any claims or damages resulting to RE
17 Center as a result of any exercise by City of its right to terminate this Agreement.
18
Section 5. Compliance with Laws and Regulations REC Center shaI
comply with all applicable federal, state and local laws, regulations an
19 ordinances. By executing this Agreement, REC Center hereby certifies that it wil
20 adhere to and comply with the following as they may be applicable to
subrecipient of funds ranted
g pursuant to the Housing and Communit
21 Development Act of 1974, as amended (the "Act"):
22 A. The Housing and Community Development Act of 1974, as amended, an
23 the regulations issued thereto;
24 B. Section 3 of the Housing and Urban Development Act of 1968, a
amended;
25
3
I
C. Executive Order 11246, as amended by Executive Orders 11375 an
2 12086, and implementing regulations at 41 CFR Chapter 60;
3
D. Executive Order 11063, as amended by Executive Order 12259, an
implementing regulations at 24 CFR Part 107;
4 E. Section 504 of the Rehabilitation Act of 1973 (PL 93-112), as amended
5 and implementing regulations; '
6 F. The Age Discrimination Act of 1975 (PL 94-135), as amended, an
7 implementing regulations;
e acquisition requirements
G. The relocation requirements of Title II and the 0
Title III of the Uniform Relocation Assistance and Real Propert
9 Acquisitions Policies Act of 1970, and the implementing regulations at 2
10 CFR Part 42;
11 H. The labor standard requirements as set.forth in 24 CFR Part 570, Sub a
12
K and I-IUD regulations issued to implement such requirements; p
13
I. Executive Order 11988 relating to the evaluation of flood hazards an
Executive Order 11288 relating to the prevention, control and abatemen
14 of water pollution;
15 J. The flood insurance purchase requirements of Section 102(a) of the Floo
16 Disaster Protection Act of 1973 (PL 93-234);
17
K. The regulations, policies, guidelines and requirements of 24 CFR Part 8
18
"Common Rule," OMB Circular Nos. A-87, A-21, A-110, A-122 and A-13
as they relate to the acceptance and use of federal funds under th
19 federally-assigned program;
20 L. Title VI of the Civil Rights Act of 1964 (PL 88-352) and implementin
21 regulations issued at 24 CFR Part I;
22 M. Title VIII of the Civil Rights Act of 1968 (PL-90-284) as amended; and
23 N. The lead based paint requirements of 24 CFR Part 35 issued pursuant t
24 the Lead-based Paint Poisoning Prevention Act (42 USC 4801, et seq.);
25 O. Uniform Administration Requirements pursuant to 24 CFR 570.502.
4
P. The REC Center shall carry out its activity pursuant to this Agreement i
1 compliance with all federal laws and regulations described in Subpart K o
2 Title 24 of the Code of Federal Regulations, except that:
3 1. REC Center does not assume the City's or County's environments
4 responsibilities described at §570.604; and
5 2. REC Center does not assume the City's or County's responsibility
for initiating the review process under the provisions of 24 CFR Pm
6 52.
7 Q. All Uniform Administrative Requirements pursuant to 24 CFR 570.502.
8 Section 6. Federal Requirements. REC Center shall comply with the
9 provisions of the Act and any amendments thereto and the federal regulation
and guidelines now or hereafter enacted pursuant to the Act. More particularly,
10 REC Center is to comply with those regulations found in 24 CFR 570, Part 8
11 and Part 85. REC Center is to comply with OMB Circular Nos. A-110, A-87. A
12
122, and A-133 as applicable, as they relate to the acceptance and use of federal
funds under this Agreement.
13
Section 7. Program Income. REC Center, who is a subrecipient as define
14 in Section 570.500 (c), shall not retain any program income as defined in Section
15 570.500 of Title 24 of the Federal Code of Regulations.
16 Section 8. Insurance. Without limiting or diminishing REC Center'
obligations to defend, indemnify, or hold the City harmless, REC Center shall
17 procure and maintain or cause to be maintained, at its sole cost and expense,
18 the following insurance coverage's during the term of the Agreement.
19 A. Workers' Compensation:
20 If REC Center has employees as defined by the State of California, RE
21
Center shall maintain statutory Workers' Compensation Insurance (Coverage A
as prescribed by the laws of the State of California. Policy shall include
22 Employers' Liability (Coverage B) including Occupational Disease with limits no
23 less than $1,000,000 per person per accident. The policy shall be endorsed t
waive subrogation in favor of THE CITY OF GRAND TERRACE.
24
B. Commercial General Liability:
25
5
1 Commercial General Liability insurance coverage, including but not limite
to, premises liability, contractual liability, products and completed operation
2 liability, personal and advertising injury, and cross liability coverage, covering
3 claims which may arise from or out of REC Center's performance of it
obligation hereunder. Policy shall name the CITY OF GRAND TERRACE, it
4 Agencies, Districts, Special Districts, and Department, their respective directors,
5 officers, employees, elected or appointed officials, agents or representatives a
Additional Insureds. Policy's limit of liability shall not be less than $1,000,000 pe
6 occurrence combined single limit. If such insurance contains a general aggregate
limit, it shall apply separately to this agreement or be no less than two (2) time
the occurrence limit.
8
C. Vehicle Liability:
9
10
If vehicles or mobile equipment are used in the performance of th
obligations under this Agreement, then REC Center shall maintain liability
11 insurance for all owned, non-owned or hired vehicles so use in any amount no
12
less than $1,000,000 per occurrence combined single limit. If such insuranc
contains a general aggregate limit, it shall apply separately to this agreement o
13 be no less than two (2) times the occurrence limit. Policy shall name the CITY O
14
GRAND TERRACE, its Agencies, Districts, Special Districts, and Departments,
their respective directors, officers, employees, elected or appointed officials,
15 agents or representatives as Additional Insureds.
16 D. General Insurance Provisions—All Lines:
17 1. Any insurance carrier providing insurance coverage hereunder shal
18 be admitted to the State of California and have a A M BEST ratin
of not less than A: VIII (A:S) unless such requirements are waived
19 in writing, by the City Attorney. If the City Attorney waives ,
20 requirement for a particular insurer such waiver is only valid for tha
21 specific insurer and only for one policy term.
22
2. REC Center shall cause REC Center's insurance carrier(s) t
furnish the City with either 1 a properly executed original
23 Certificate(s) of Insurance and certified original copies o
24 Endorsements effecting coverage as required herein, and 2) i
requested to do so orally or in writing by the City, provide origina
25 Certified copies of policies including all Endorsements and al
6
1 attachments thereto, showing such insurance is in full force an
2
effect. Further, said Certificate(s) and policies of insurance shal
contain the covenant of the insurance carriers(s) that thirty (30
3 days written notice shall be given to the City prior to any materia
4
modification, cancellation, expiration or reduction in coverage o
such insurance. In the event of a material modification,
5 cancellation, expiration, or reduction in coverage, this Agreemen
6
shall terminate forthwith, unless the City receives, prior to such
effective date, another properly executed original Certificate o
7 Insurance and original copies of endorsements or certified origina
8
Policies, including all endorsements and attachments theret
evidencing coverage's set forth herein and the insurance require
9 herein is in full force and effect. REC Center shall not commenc
10
operations until the City has been furnished original Certificate(s) o
Insurance and certified original copies of endorsements and i
11 requested, certified original policies of insurance including al
12
endorsements and any and all other attachments as required in thi
Section. An individual authorized by the insurance carrier to do s
13 on its behalf shall sign the original endorsements for each polic
14 and the Certificate of Insurance.
3. If, during the term of this Agreement or any extension thereof, the
r
15
is a material change in the scope of services; or, there is a materia 16 change in the equipment to be used in the performance of th
17 scope of work which will add additional exposures (such as the us
of) aircraft, watercraft, cranes, etc.); or, the term of this Agreement,
18 including any extensions thereof, exceeds five 5
( ) years the Cit
19 reserves the right to adjust the types of insurance required unde
this Agreement and the monetary limits of liability for the insuranc
20 coverage's currently required herein, if; in the City Attorney'
21 reasonable judgment, the amount or type of insurance carried b
22 the sponsor has become inadequate.
23
4• REC Center shall pass down the insurance obligations containe
herein to all tiers of subcontractors working under this Agreement.
24 5. The insurance requirements contained in this Agreement may b
25 met with a program(s) of self-insurance acceptable to the City.
7
1
6• REC Center agrees to notify City of any claim by a third party o
2
any incident or event that may give rise to claim arising from th
performance-of this Agreement.
3 Sect_,ion 9. HUD Indemni REC Center shall defend, indemnify, and hold
4 harmless the County of San Bernardino and City against any liability, claims,
5
losses, demands, and actions incurred by the County of San Bernardino and Cit
as a result of the determination by HUD or its successor that activitie
6 undertaken by REC Center under the program(s) fail to comply with any laws,
regulations or policies applicable thereto or that any funds billed by an
disbursed to REC Center under this Contract were improperly expended.
8 Notwithstanding the late execution of this Agreement, this indemnity shall surviv
9 and extend beyond the term or termination of this Agreement.
10
Section 10. Indemnity, REC Center shall defend, indemnify, and hol
harmless the County of San Bernardino and the City, its elected officials'
11 employees and agents from and against any and all actions
12 , damages,officers,
causes of action and liability imposed or claimed relating to the injury or death o
any person or damage to any property, including attorney's fees, costs, and e
oth
13 legal expenses, arising directly or indirectly from any act or omission th
Center in performing services hereunder. Notwithstanding the late execution o
14
this Agreement, this indemnity shall survive and extend beyond the term o
15 termination of this Agreement.
16 Section 11. Prohibition Against Conflicts of Interest.
17 A. REC Center and its assigns, employees, agents, consultants, officers an
18 elected and appointed officials shall become familiar with and shall compl
19 with the CDBG regulations prohibiting conflicts of interest contained in 2
CFR 570.611, by this reference incorporated herein.
20 B. REC Center understands and agrees that no waiver or exception
21 granted to the prohibition against conflict of interest except upon writte
22 approval HUD pursuant to 24 CFR 570.611(d). Any request by RE
Center for any exception shall first be reviewed by CITY to determin
23 whether such request is appropriate for submission to HUD.
24 C. Prior to any funding under this Agreement, REC Center shall provide Cl
25 with a list of all employees, agents, consultants, officers and elected an
appointed officials who are in a position to participate in a decision-makin
8
i Process, exercise any functions or responsibilities, or gain ins'
information with respect to the CDBG activities funded under thi
2 Agreement. REC Center shall also promptly disclose to CITY an
conflict, including even the appearance of conflict that y aripotse
w t
3 may arise wit
respect to the CDBG activities funded under this agreement.
4
5 D. Any violation of this section shall be deemed a material breach of thi
Agreement, and the Agreement shall be ground for immediate terminate 6 by the City. e
7 Section 12. Religious Activities Under federal regulations, CDBG assistanc
$ may not be used for inherently religious activities or provided to primarily
religious entities for any activities including secular activities. REC Center
9 adhere to the restrictions set forth in 24 CFR 570.2000), by this reference al
10 incorporated herein.
11 Section 13. Lob�a REC Center certifies to the best of it knowledge an
belief, that:
12
13
A. No federally appropriated funds have been paid or will be paid, by or o
behalf of the undersigned, to an
influence an officer or employee of P any agency, a erson for influencing er attempting t
14 member of Congress,
15
an officer or employee of Congress, or an employee of a member o
Congress in connection with the awarding of any federal contract th
16 making of any federal grant, the making of any federal loan, the enterin
17 into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal contract
18 or cooperative agreement. , grant, loan,
19 B. If any funds other than federally appropriated funds have been paid or wil
20
be paid to any person for influencing or attempting to influence an office
to employee of any agency, a member of Congress, an officer o
21 employee of Congress, or an employee of a member of Congress in
,federal contract
22 connection with thisgrant, loan, or cooperativ
agreement, the undersigned shall complete and submit Standard Form
23 LLL, "Disclosure Form to Report Lobbying," in accordance with i
24
instructions.
25 C. The undersigned shall require that the language of this certification b
included in the award document for all subawards at all tier (includin
9
1 subcontracts, subgrants, and contracts under grants, loans, an
cooperative agreements) and that all subrecipients shall certify an
2 disclose accordingly. This certification is a material representation of fac
3 upon which reliance was placed when this transaction was made o
entered into.
4
Section 14. Entire Agreement/Modification This Agreement represents th
5 entire Agreement of the parties hereto as to the matters contained herein. An
6 modification of this Agreement will be effective only if it is in writing and signed b
the parties hereto.
7
s
Section 15. Assi 3nment, This Agreement shall not be assigned without th
prior written consent of City. Any assignment, or attempted assignment, withou
9 such prior consent, shall be null and void and, at the option of City, result in th
to immediate termination of this Agreement.
Section 16. Attorney's Fees and Governing Law In the event any action i
11 commenced to enforce or interpret the terms or conditions of the Agreement th
12 prevailing party shall, in addition to any costs or other relief, be entitled to recove
13 its reasonable attorney's fees. This Agreement and any dispute arising hereunde
shall be governed by and interpreted in accordance with the laws of the State o
14 California. This Agreement shall be construed as a whole according to its fai
15 language and common meaning to achieve the objectives and purposed of th
parties hereto, and the rule of construction to the effect that ambiguities are to b
16 resolved against the drafting party shall not be employed in interpreting thi
17 Agreement, all parties having been represented by counsel in the negotiation an
preparation hereof.
18
19
Section 17. Jurisdiction and Venue. Any action at law or in equity arisin
under this Agreement or brought by a party hereto for the purpose of enforcing,
20 construing or determining the validity of any provision of this Agreement shall b
21
filed in a court of competent jurisdiction in the County of San Bernardino, State o
California, and the parties hereto waive all provisions of law providing for th
22 filing, removal or change of venue to any other court or jurisdiction.
23 Section 18. Program Reporting REC Center agrees to prepare and submi
24
financial, program progress, and other reports as required by HUD or the Count
of San Bernardino and/or City accounts as are considered necessary by HUD o
25 the County of San Bernardino and/or City to assure proper accounting for al
10
I Contract funds. All REC Center records, with the exception of confidential clien
information, shall be made available to representatives of the County of Sa
2 Bernardino and/or City and the appropriate federal agencies. REC Center i
3 required to submit data necessary to complete the Annual Grantee Performanc
Report in accordance with HUD regulations in the format and at the tim
4 designated by the Community Development Director or his/her designee. By the
5 30t" of each month, REC Center shall submit a completed "Monthly Progra
Progress Report." REC Center shall also provide the Monthly Direct Benefi
6 Report and Beneficiary Qualification' Statement information included as Exhibi
7 "B", as necessary for completion of the Annual Grantee Performance Report.
8 Section 19. Applicability of Agreement. In consideration of the intent of th
9
parties to memorialize the parties understanding of the terms of their agreement,
all uses of the present tense shall be interpreted to apply to the term of the
10 Agreement. With the exceptions of Sections 9, 10, 11, and any other section o
11
this Agreement expressly stating otherwise, which obligations shall not terminate,
the terms and conditions of this Agreement shall only apply during the term o
12 this Agreement.
13 Section 20. Waiver. Failure by a party to insist upon the strict performance o
14 any of the provisions of this Agreement by the other party, or the failure by
party to exercise its rights upon the default of the other party, shall not constitut
15 a waiver of such party's right to insist and demand strict compliance by the othe
16 party with the terms of this Agreement thereafter.
17 Section 21. Severability. Each section and provision of this Agreement i
severable from each other provision, and if any provision or part thereof i
18 declared invalid, the remaining provisions shall nevertheless remain in full forc
19 and effect.
20 Section 22. Counterparts This Agreement may be signed by the differen
21
parties hereto in counterparts, each of which shall be an original but all of whic
together shall constitute one and the same agreement.
22
23
24
25
11
CITY OF GRAND TERRACE
1
2
3 �7- /cj
G. VIduffey Date
4 City
5
6 APPROVED AS TO FORM:
7
8 di!
9 Adrian R. Guerra
10 City°Attorney
11
ATTEST:
12
13
14
Debra L. Thomas
15 City Clerk
16
17 Recreation, Education & Creative Arts Program
18
19
lenni %graiza Z I
20 Date
Executive Director
21
22
23
24
25
12
1 EXHIBIT A
2
3 REC Center Programs
4 Scope of Work
5 The Recreation, Education and Arts Program will administer a variety of classes,
afterschool programs, camps and workshops. Students will be taught by qualified an
6 professional mentors. All instructors, staff, and volunteers go through instructor trainin
and background checks. Approximately 250 youth will have increased access to art,
7 music and recreational programs.
8 UNITS OF SERVICE:
9 A "Unit of Service" is defined as a youth from a low and moderate income househol
10 attending and/or participating in a.program activity. For example, three youth attending
a recreational session once a week for one month is 12 units of service [3 youth x 1
11 time a week x 4 weeks = 12]. Units of Service will be reported on Part I: Monthl
Program Progress Report, Exhibit 4.
12
TIME OF PERFORMANCE:
13
14 July 1, 2018 through June 30, 2019
15 PROGRAM PARTICIPANT PERFORMANCE STANDARDS:
16 CDBG Activity: Youth Services
17 Measurable Outcome: Approximately 250 youth will have increased access to art, musi
and recreational programs. The goal is 21 units of service per month. In addition to unit
18 of service, REC Center will report unduplicated client counts on the MONTHL
19
PROGRAM PROGRESS/DIRECT BENEFIT REPORT, Exhibit 4, Part II.
OPERATIONS:
20
2
REC Center programs will be carried out at two locations: The REC Center located a
1 22421 Barton Road #289, Grand 'Terrace, CA 92313 and the Teen Center located a
22 22633 Barton Road, Grand Terrace, CA 92313. Contact person for the REC Center i
Jennifer Araiza, Executive Director, (951)254-7827.
23
24
25
13