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HomeMy WebLinkAboutR22- Economic Development Agency CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY ORIGINAL FROM: Emil A.Marzullo SUBJECT: Authorization and execution of an agreement Interim Executive Director between the City of San Bernardino ("City") and Caltrans for Community-Based Transportation Planning ("CBTP") Grant DATE: October 12,2009 Program Funds and a Sub-Recipient Agreement between the City and the Redevelopment Agency of the City of San Bernardino("Agency") Synopsis of Previous Commission/Council/Committee Action(s): On October 8,2009,Redevelopment Committee Members Johnson,Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development Commission consider this action for approval. -- — ------------------------------------------------------------ Recommended Motion(s): (Mayor and Common Council) Resolution of the Mayor and Common Council of the City of San Bernardino approving certain agreements and authorizing the Mayor to execute(1)an agreement by and between the City and Caltrans for Community-Based Transportation Planning("CBTP") Grant Program Funds and (2) a Sub-Recipient Agreement by and between the Redevelopment Agency of the City of San Bernardino("Agency")and the City (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency")to execute a Sub-Recipient Agreement by and between the Agency and the City of San Bernardino (Community-Based Transportation Planning Grant Program) Contact Person(s): Brian Turnbull Phone: (909)663-1044 Project Area(s): N/A Ward(s): All Supporting Data Attached: M Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) ❑Map(s)0 Letter(s) Funding Requirements: Amount: $ -0- Source: N/A Budget Authority: N/A Signature: Fiscal Review: &J"— Emil A.Marzullo,Interim Ex utive Director Russ DeJesus Interim Administrative Services Director Commission/Couneil Notes: 2 P\AgeMu\CommD Commi.M.MCDC 2009\10.19-09 CBTP SO-Rceipimt AW..m SR doc COMMISSION MEETING AGENDA Meeting Date: 10/19/2009 Agenda Item Number: Q Z2_ Ap/ae ntnf-Pa�eS ECONOMIC DEVELOPMENT AGENCY STAFF REPORT ---- ------ — -------- -- ---- AUTHORIZATION AND EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO ("CITY") AND CALTRANS FOR COMMUNITY-BASED TRANSPORTATION PLANNING ("CBTP") GRANT PROGRAM FUNDS AND A SUB-RECIPIENT AGREEMENT BETWEEN THE CITY AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") BACKGROUND: The City of San Bernardino ("City") has historically been known for its low-density, suburban growth patterns. However, as with many other Southern California communities, it is reexamining this growth model in the wake of concerns about air quality and climate change and the growing demand for walkable, transit-accessible neighborhoods. San Bernardino is at the forefront of this trend, taking advantage of the growing interest in the downtown living environment to draw new public and private investment into its historic core. Downtown San Bernardino is poised to experience a renaissance in the coming decades, as a number of catalytic redevelopment projects and transit improvements are completed. The City is focusing on increasing homeownership opportunities, concentrating employment in downtown, and engaging downtown's ethnically and culturally diverse population. Civic leaders are drawing new investment into the historic core, taking advantage of a resurging interest in walkable communities and the growing "healthy cities" movement in the Inland Empire. Various areas within the City would also provide excellent opportunities for Transit Oriented Development("TOD"). CURRENT ISSUE: The City, in its effort to encourage TOD, must show that it embraces transit-friendly design and has implemented, or will implement, appropriate transit planning guidelines. Currently, the City does not have formal transit-friendly design guidelines or policies. Grant Program funds coordinate transportation and land use planning projects that encourage community involvement and partnership. Projects must support livable/sustainable community concepts, with a transportation or mobility objective and promote community identity and quality of life. The final product delivered under the Grant Program will be a documented plan that can be used by the City to further smart growth and a community's sustainability. In February, 2009, the California Department of Transportation ("CalTrans") made funding available for transportation and land use planning studies under the Community-Based Transportation Planning Grant Program ("Grant Program"). On March 16, 2009, the Mayor and Common Council of the City of San Bernardino approved the submittal of an application for $250,000 in Grant Program Funds. On September 14, 2009, CalTrans notified the City of an award of the Grant Program funds in the amount of $250,000. For the purposes of this grant, the City, as the eligible applicant, is the Grantee for the Grant Program funds. The City will make the funds available for administration and use by the Agency as a sub-recipient of the City under a separate sub-recipient agreement. P\Apn a\C.D C..ivi..TDC 2W 10.19-0 CBTP Sub-Recipient Agr .em Sk. COMMISSION MEETING AGENDA Meeting Date: 10/19/2009 Agenda Item Number: P-2-'X- Economic Development Agency Staff Report CBTP Sub-Recipient Agreement Page 2 TOD can provide unique benefits at the regional and local level. With thorough planning, TOD can promote local businesses and retail, capture the increase in land value that stem from the public investment in new transit routes, and replace costly surface parking and auto-related infrastructure with uses that generate more revenue for local governments and businesses. Generally, TOD can create more desirable communities for people to live and work in. While these benefits are substantial, perhaps the most striking benefit comes at the regional level in the form of more sustainable travel behavior and development patterns. TOD helps generate cost effective usage of public transit. ENVIRONMENTAL IMPACT: This item does not meet the definition of a "project" under Section 15378 of the California Environmental Quality Act(CEQA). FISCAL IMPACT: Authorization and execution of the Agreement between the City and CalTrans will provide the City with $250,000 in Community-Based Transportation Grant Program Funds. The Sub-Recipient Agreement between the City and the Agency will make the funds available for administration and use by the Agency. RECOMMENDATION: That the Mayor and Common Council and the Community Development Commission adopt the attached Resolutions. f L Emil A. Marzullo,Interim E ecutive Director ---- – --------------- -- -------- —------ P.Wge \Comm vCon msion\CUC2MI 19-09 CBS Sub- ¢ipientAg MntSRd. COMMISSION MEETING AGENDA Meeting Date: 10//19/2009 Agenda Item Number: nZ�' STATE OF CALIFORNIA BDWJESS TRANSPORTATION AND 110U SING A6[NCy A&N -DSCaWAM-hW'Q't'R Gymmor DEPARTMENT OF TRANSPORTATION DIVISION OF TRANSPORTATION PLANNING,MS-32 1120 N STREET P.O.BOX 942874 SACRAMENTO,CA 94274.0001 Flex your power! PHONE(916)653-1818 Be e u rU efcwm! FAX(916)653-1447 September 14, 2009 Mr. Casey Dailey Assistant to the Mayor City of San Bernardino 300 North D Street San Bernardino, CA 92418 Dear Mr. Dailey: On behalf of the California Department of Transportation(Department), Division of Transportation Planning, I am pleased to offer my congratulations to your agency for the recent award of a Fiscal Year 2009/10 Community-Based Transportation Planning Grant. Project Title: Transit-Oriented Development Overlay District Grant Award: $250,000 Listed below are requirements and/or conditions that Community-Based Transportation Planning Grant fund recipients must fulfill to develop a contract, begin work,and accept grant funding from the Department. Please be advised that a swift response to the requested conditions will expedite the contracting process,effectively increasing the length of the contract. If these tasks are not fulfilled by December 1, 2009, the CB'IT Grant Program may consider rescinding your project funding. This window of time for project delivery begins at contract execution through February 28,2012. Funds that are not spent within the project period revert back to the State Highway Account on June 30,2012. You will be contacted shortly by your District Liaison with detailed instructions on the Department's contracting process. Work cannot begin without a signed, executed contract. Program Requirements/Conditions • Please submit a Local Resolution that identifies the project, grant request, and authorizes a representative of the awarded agency to enter into a contract with Caltrans. • Revise the Project Timeline to reflect a realistic start date and the required contract end date of I'ebruary 29, 2012. The start date must be at least 75 days after you submit all of the required paperwork to District staff. • Add task(s) to reflect the procurement of consultant(s) to the Scope of Work and/or Project Timeline. • Add task(s) to reflect the final product deliverable. "Coltroas l7tprows mobility across Caltjomia" Mr. Casey Dailey September 14,2009 Page 2 The Department wishes to be an active partner in this project. District staff are a great resource and should be considered when planning both technical advisory and community meetings" in addition,staff will help to ensure that the approved scope of work,project timeline, and project funding will be maintained throughout the duration of the contract. Your agency is encouraged to consider all of the goals of the California Transportation Plan,the Governor's Strategic Growth Plan, regional Blueprint,and regional transportation planning efforts. Please contact Dan Kopulsky,your District Liaison,at(909)383-4557. You will need to provide Dan with all of the required documents identified above, submitted as a package. You can also contact Russ Walker at(916) 651-6886 if you have any general questions about the Community-Based Transportation Planning Grant Program" Sincerely, Tom Neumann,Chief Office of Community Planning c: Dan Kopulsky, Senior Transportation Planner,District 8 F`!� Chief, Office of Community Planning ty of San Bernardino Economic Development Agency "Caltrans improves mobility across Ca4tanoo (NOTE: COMPANION RESOLUTION CDC/2009-62) CHOP 1 RESOLUTION NO. 2009-342 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE 3 CITY OF SAN BERNARDINO APPROVING CERTAIN AGREEMENTS AND AUTHORIZING THE MAYOR TO EXECUTE (1) AN AGREEMENT 4 BY AND BETWEEN THE CITY AND CALTRANS FOR COMMUNITY- BASED TRANSPORTATION PLANNING ("CBTP") GRANT PROGRAM 5 FUNDS AND (2) A SUB-RECIPIENT AGREEMENT BY AND BETWEEN 6 THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") AND THE CITY 7 WHEREAS, the Mayor and Common Council of the City of San Bernardino recognizes the 8 need to promote mass transit, the planning and funding of various transportation projects and the 9 implementation of Transit Oriented Development ("TOD") which together will play a major role in 10 the future revitalization efforts to be undertaken by the Redevelopment Agency of the City of San 11 Bernardino ("Agency") both within the downtown area and in other appropriate areas of the City of 12 San Bernardino ("City"); and 13 WHEREAS, the Agency recognizes the benefits to be derived from receiving Community- 14 Based Transportation Planning ("CBTP") Grant Program Funds and seeks to participate with the 15 City with respect to the CBTP Grant Program Funds; and 16 WHEREAS, the CBTP Grant Program Funds are made available by Caltrans to encourage 17 livable/sustainable community concepts with a transportation or mobility objective and promote 18 community identity and quality of life, and the City is eligible to apply to Caltrans for such CBTP 19 Grant Program Funds, and has in fact submitted such application to Caltrans, and upon receipt of 20 such CBTP Grant Program Funds to then make such funds available for administration and use by 21 the Agency as a sub-recipient of the application of the City; and 22 WHEREAS, on March 16, 2009, the Council authorized the submittal of a CBTP Grant 23 application for the development of a TOD Overlay District and designated the Agency as the 24 proposed sub-recipient for the ultimate use of such funds; and 25 WHEREAS, the application as submitted by the City has been selected by Caltrans for 26 funding in the amount of $250,000, and pursuant to the approval letter from Caltrans dated 27 September 14, 2009, this Mayor and Common Council must adopt a Resolution that identifies the 28 1 P.WgendesV cwlutionsV esolutiomt OHIO-19-09 CBTP Sub-Recipient Agmement MCC Res ,. 2009-342 1 grant request and authorizes a representative of the City to enter into a contract with Caltrans when 2 such contract has been prepared by Caltrans and submitted to the City for execution by such 3 authorized representative. 4 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY 5 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS 6 FOLLOWS: 7 Section 1. The Mayor and Common Council hereby finds and determines that the facts and 8 circumstances set forth in the Recitals hereof are true and correct in all respects. 9 Section 2. The Mayor and Common Council hereby accept the CBTP Grant Program Funds 10 as offered by Caltrans pursuant to the letter from Caltrans dated September 14, 2009, and further 11 authorizes the Mayor as the authorized representative of the City to execute the final form of such 12 contract with Caltrans for the CBTP Grant Program Funds at such time as Caltrans submits the final 13 form of such contract to the City for execution and delivery. The Council approves the form of the 14 Sub-Recipient Agreement with the Agency in the form as attached hereto as Exhibit "A" and 15 authorizes the Mayor on behalf of the City to execute and deliver such Sub-Recipient Agreement 16 together with such non-substantive and technical changes to said Sub-Recipient Agreement for the 17 use and administration of the CBTP Grant Program Funds for the development of a TOD Overlay 18 District within the City. 19 Section 3. This Resolution shall take effect upon its adoption and execution in the manner 20 as required by the City Charter. 21 22 23 24 25 26 27 28 2 P\Agendesamlutions\Resolutions\2009\10-19-09 CBU Sub-Rwipient Agmmem MCC Reso.doc 2009-342 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING CERTAIN AGREEMENTS 2 AND AUTHORIZING THE MAYOR TO EXECUTE (1) AN AGREEMENT 3 BY AND BETWEEN THE CITY AND CALTRANS FOR COMMUNITY- BASED TRANSPORTATION PLANNING ("CBTP") GRANT PROGRAM 4 FUNDS AND (2) A SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 5 BERNARDINO ("AGENCY")AND THE CITY 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a j oint regular meeting 8 thereof,held on the 19th day of October 2009,by the following vote to wit: 9 Council Members: Aves Nays Abstain Absent 10 ESTRADA x 11 BAXTER x 12 BRINKER x 13 SHORETT x 14 KELLEY x 15 JOHNSON x 16 MC CAMMACK x _ 17 18 RachM G. Clark, City Clerk 19 20 The foregoing Resolution is hereby approved this day of October , 2009. 21 22 Patrick Morns, Mayor 23 an Bernardino 24 25 Approved as to Form: 26 By: Z, r 27 James F. Penman, City Attorney 28 3 P'UgendasUiesalu tionsUlesolutions2009\10-19-09 CBTP Sub-Recipient Agmment MCC Res ,. 2009-342 1 EXHIBIT "A" 2 SUB-RECIPIENT AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 P:UgendasVResolutionsaesolutions @009\10-19-09 CBTP SubRwipient Agmemem MCC Reso.doc TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 4832-3636-9156.2832-3636-9156.1 P.AgendasWgeWa AltachmemMAgenda AttacnmenlsWgnnts-Amend 2009110.19-08 CBTP Su Recipient Agr ment Doc Community Based Transportation Plannin g Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement"),by and between the City of San Bernardino,a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient"and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of $250,000 from the State of California Department of Transportation("Caltrans")for the Community Based Transportation Planning Grant ("Grant'); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD")overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council') recognize the need to promote mass transit, the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application ("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub-recipient pursuant to such CBTP Application; and 4832-3636-9156.2832-3636-9156.1 2 P:Agendaii Agenda AttecnmentslAger AttactimenMAgrmts-Amend 2009110-19-09 CBTP Sub Recipient Agreement mo WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the"Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhibit `B",hereinafter referred to as"City Staff', shall be responsible for the direction of any work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Oreanization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 4832-3636-9156.2832-3636-9156.1 3 P tAgendas)Agenga Attachment.tAgenda Auschments%Agrmts-Amend 2009\10-19-W CS7P Sub Recipient Agreement doc 5. Sub-recipient Funding and Support The City has adopted Resolution No. , dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scope of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 4832-3636-9156.2832-3636-9156.1 4 P'1Agendamgenda Atlach tslAgenda Attad mentsl grmts-Amend 2009110-19-09 CBTP Sub Recipient Agrae ru doe 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may be granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines,and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 4832-3636-9156.2832-3636-9156.1 5 P.\AgendasVAgenaAua mentsWgwdaAfwmmentsVgrmts-Amen2009\f0-19-09 CBTP Sub Recipient Agreement.doc B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status or national origin. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attention: Charles McNeely, City Manager 300 North "D" Street San Bernardino, California 92418 Phone: (909) 384-5122 Fax: (909) 384-5138 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 19. Assignment This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Sub- recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may,among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 P--.NgenasV Wnda Allecbmentsuigenda AttachmentsV gents-Amen 2009110-19-09 CBTP Sub Recipient Agneement doc 21. Release, Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk,defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors. The Sub-recipient shall maintain all California statutory requirements to a One Million Dollars ($1,000,000) limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City , its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars ($5,000) must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 7 P.1Agendas%Agenda Atlatltmentzt gene A9ecttmentslAgrmus Amend 200911P19-09 CBTP Sub Recipient Agreement.doe a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty(30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(3 0)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal, state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest, to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives, or the effectiveness, legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 8 P:WgenOasWgenda AttachmentsiAgenda Attachments%Agrmts-Amend 2009110-19-09 CBTP Sub Recipient Agreement doc 25. Relieious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall, at all times,have access for the purpose of audit or inspection to any and all books, documents,papers,records, property, and premises of the Sub-recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts.When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 P WgendasNgenda AllammenMAgenda A"nmentsV grmts-Amend 2009\10.19-09 CBTP Bub Rmp ant Agmement d= 30. Governine Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local, state and federal laws,including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executine the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder ("Event of Default'): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty(30) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 P'WgendasiAgenda AttaermenteWgenda AttarftmentaWgrmt Armmd 200910.19-09 CBTP Sub Recipient Agreement doe the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing, by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights of the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City, may, in its sole discretion, take any one or more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City,and the same shall become due and payable without further demand,protest or further notice of any kind,all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default(if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636.9156.1 11 P WgenCasWgenaAuamh ntsWgenda AttaMmentsNgrmts-Amend 2009\10.19-09 CBT Sub Recipient Agreement dm vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(30)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency,Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees" for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 P:WgendaslAgenda AttachmentelAgenda AttarhmentskAgrmts-Amend 2009110.19-0g CBTP Sub Recipient Agreement doc 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and `B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636.9156.2832-3636-9156.1 13 P]Agends'Agenda AttachmentstAgenda AttachmentslAgMir-Amend 2009110.19-09 CSTP Sub Recipient Agreement doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: By: City Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Agency Counsel 4832-3636-9156.2832-3636-9156.1 14 P:WgendasWgenda AdachmentsWgenda Attechments%Agrmis-Amend2009\10-19-09 CBTP Sub Re pient Agreement.doc EXHIBIT"A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 4832-3636-9156.2832-3636-9156.1 15 P V gendasV genda Atla&menls\Agenda AltachmentslAgrmts-Amend 2amio-19-o9 CBTP Sub Rempient Agreement.doc EXHIBIT "B" Supervisory Staff Personnel City: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832-3636-9156.1 16 P Wndas%Agend A1lap mentsWgenda AttachmentsWgrmts-Amend 2009\1619-09 CBTP Sub Recipient Agreement Coc (NOTE: COMPANION RESOLUTION 2009-342) 1 RESOLUTION NO. CDC/2009-62 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 3 THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT 4 AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE 5 AGENCY AND THE CITY OF SAN BERNARDINO (COMMUNITY-BASED 6 TRANSPORTATION PLANNING GRANT PROGRAM) 7 WHEREAS, the Community Development Commission of the City of San Bernardino g ("Commission") recognizes the need to promote mass transit, the planning and funding of various 9 transportation projects and the implementation of Transit Oriented Development ("TOD") which 10 together will play a major role in the future revitalization efforts to be undertaken by the 11 Redevelopment Agency of the City of San Bernardino ("Agency") both within the downtown area 12 and in other appropriate areas of the City of San Bernardino ("City"); and 13 WHEREAS, the Agency recognizes the benefits to be derived from receiving Community- 14 Based Transportation Planning ("CBTP") Grant Program Funds and seeks to participate with the 15 City with respect to the CBTP Grant Program Funds; and 16 WHEREAS, the CBTP Grant Program Funds are made available by Caltrans to encourage 17 livable/sustainable community concepts with a transportation or mobility objective and promote 18 community identity and quality of life, and the City is eligible to apply to Caltrans for such CBTP 19 Grant Program Funds, and has in fact submitted such application to Caltrans, and upon receipt of 20 such CBTP Grant Program Funds to then make such funds available for administration and use by 21 the Agency as a sub-recipient of the application of the City; and 22 WHEREAS, on March 16, 2009, the Council authorized the submittal of a CBTP Grant 23 application for the development of a TOD Overlay District and designated the Agency as the 24 proposed sub-recipient for the ultimate use of such funds; and 25 WHEREAS, the application as submitted by the City has been selected by Caltrans for 26 funding in the amount of $250,000, and pursuant to the approval letter from Caltrans dated 27 September 14, 2009, this Commission must adopt a Resolution that identifies the grant request and 28 authorizes the Interim Executive Director of the Agency to enter into a Sub-Recipient Agreement 1 P\AgendasV mlutbmu eoluibnsUW 10-19 N CBTP Sub.Recipiem Agramem CDC Rew doc CDC/2009-62 1 with the City. 2 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 3 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 4 FOLLOWS: 5 Section 1. The Commission hereby finds and determines that the facts and circumstances 6 set forth in the Recitals hereof are true and correct in all respects. 7 Section 2. The Commission hereby approves the form of the Sub-Recipient Agreement with 8 the City in the form as attached hereto as Exhibit "A" and authorizes the Interim Executive Director 9 of the Agency on behalf of the Agency to execute and deliver such Sub-Recipient Agreement 10 together with such non-substantive and technical changes to said Sub-Recipient Agreement for the 11 use and administration of the CBTP Grant Program Funds for the development of a TOD Overlay 12 District within the City. 13 Section 2. This Resolution shall take effect from and after its date of adoption by this 14 Commission. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 P:Wgendu\Rmlutiom\Roolutons�2W0 10-19-09 CBTP Sub Recipient Ageement CDC Re o.doc CDC/2009-62 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 2 THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT 3 AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE 4 AGENCY AND THE CITY OF SAN BERNARDINO (COMMUNITY-BASED TRANSPORTATION PLANNING GRANT PROGRAM) 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 7 Development Commission of the City of San Bernardino at a J oint regular meeting thereof, held on the 19th day of October 2009, by the following vote to wit: 8 Commission Members: Ayes Nays Abstain Absent 9 10 ESTRADA x BAXTER x 11 BRINKER x 12 x SHORETT 13 KELLEY x _ 14 JOHNSON x _ 15 MC CAMMACK x _ 16 17 18 Secretary 19 The foregoing Resolution is hereby approved this aeda y of October , 2009. 20 21 22 Patrick . 1 orris, Chair on ity Development Commission 23 of the City of San Bernardino 24 Approved as to Form: 25 26 By' Agenc o sel 27 28 3 P.\Agee u\RmoludonsVesolutans\IW 1\ I9-0 CBTP Su4Recipient Agreement CDC Rm doc CDC/2009-62 1 EXHIBIT "A" 2 SUB-RECIPIENT AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 P gendmV olutlonsVlesolutbmUO 9IO-l9 CRTP Sub-Recipient Agreement CDC Rmo c CDC/2009-62 (2009-342) TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 4832-3636-91562832-3636-9156.1 RftendaMAge Attachmentsfte a AttachmentsWgrmts-Amend 2W 10.19- 9 CBTP Sub Recipient Agreement.dm CDC/2009-62 (2009-342) Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement'),by and between the City of San Bernardino, a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient'and may be collectively referred to as"Parties"or individually referred to as"Parry" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of$250,000 from the State of California Department of Transportation("Caltrans")for the Community Based Transportation Planning Grant("Grant'); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD")overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council') recognize the need to promote mass transit,the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3636-9156.2832-3636-9156.1 2 P:Ngen0as%Agenda AttachmwbVkgenda Attachments Wgrmts-Amentl2009N0-19-09CBTP Sub Recipient Agmem Ldoc CDC/2009-62 (2009-342) WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the"Commission")and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhibit`B",hereinafter referred to as"City Staff',shall be responsible for the direction of any work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Organization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 4832-3636-9156.2832-3636-9156.1 3 P9AgendaMAgenda Atectimentsftentl AttatlimentMgonts-Amend 20 09110.19-M CBTP Sub Recipient Agreement.Eoc CDC/2009-62 (2009-342) 5. Sub-recipient Funding and Support The City has adopted Resolution No. _, dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Sco ee of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday,excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 4832-3636-9156.2832-3636-9156.1 4 P:1AgentleslAgenU AtmchmenlsWgenda AgechmentMAgrmis-Amend 2009\70.19-09CBTP Sub Recipient Agreement.doc CDC/2009-62 (2009-342) 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may be granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines,and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities,programs, or employment supported by this Agreement. 4832-3636-9156.2832-3636.9156.1 5 P l4gendas%A9enda A9achmeMMApnda Adatl mentsft mts-Amend 20OM10-19-09 CBTP Sub Recipient Agmmentdm CDC/2009-62 (2009-342) B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex,marital status or national origin. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attention: Charles McNeely, City Manager 300 North"D" Street San Bernardino, California 92418 Phone: (909) 384-5122 Fax: (909) 384-5138 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marcullo, Interim Executive Director 201 North"E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 19. Assignment This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Sub- recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may,among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 PAAgwdas'Agenda AaachmentsWgenda Atl ments%grmts-Amend 2009\10-19-09 CBTP Sub Reopient Apreament d= CDC/2009-62 (2009-342) 21. Release, Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence,injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors. The Sub-recipient shall maintain all California statutory requirements to a One Million Dollars($1,000,000)limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City , its officers, officials, attorneys, agents,employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars($5,000)must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 7 R%gendaMAgenEe Attatltments'Agende AttachmentAAgrmts-Amend 2009\1 0-19-09 CBTP Sub Recipient Agreement.doc CDC/2009-62 (2009-342) a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty (30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty(30)day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal,state,county and City laws and regulations governing conflict of interest. To this end,the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest,to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness,legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 8 P:AgendasAgwn Atte mentsAgenda AtlechmentMg mts-Amend 20MUM 9-09 COTP Sub Recipient Agreement.A CDC/2009-62 (2009-342) 25. Religious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall, at all times,have access for the purpose of audit or inspection to any and all books, documents,papers,records,property,and premises of the Sub-recipient,whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts.When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 PAAgendaaNgenda AtlachmentslAgenda AttachmentsWgrmts-Amend 200AUM9-09 CBTP Sub Recipient Agreement doc CDC/2009-62 (2009-342) 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local,state and federal laws,including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder("Event of Default'): L The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty(30)calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 PlAgentlaslAgenda AttachnentskAgenda AttachmentsXAgnnts-Amend 2009X10.19-09 CBTP$W Recipient Agreenent.dm CDC/2009-62 (2009-342) the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days,unless such cessation is approved, in writing,by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights of the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City,may, in its sole discretion,take any one or more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City,and the same shall become due and payable without further demand,protest or further notice of any kind,all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement,take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default(if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 11 P:WgenGesUgenda Attachments\Agenda Atlachmeni\Agrmfs-Amend 2W9kM19-08 CBTP Sub Recipient Apreament. o A CDC/2009-62 (2009-342) vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(30)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency,Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses, regardless of cause, including breach of contract,negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees" for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 RtAgenCas%genda AttachrnentsAgentla AttachmentsWgrmts-Amend 20W1 W 9.09 CSTP Sub Recipient Agreement do CDC/2009-62 (2009-342) 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and `B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 R: gendasWgenCa MaGimenWAgenda AtlachmentsWgnnte-Amen 2009\10-19-09 CB7P Sub Recipient Agneementtloc CDC/2009-62 (2009-342) IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Pa i&J. Morris, m Approved as to Form: By: City Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzu , nterim Executive Director Approved as to Form: By: Agency Mitel SIGNED COUNTERPART RETAIN ALL (2) ORIGINAL SIGNATURE PAGES 4832-3636-9156.2832-3636-9156.1 14 PAWndaMgenda Atta&mentsNgenda Aft c menl sWgrmts-Amend 2009\1Q19-09 CBTP Sub Recipient Agreeme t.d CDC/2009-62 (2009-342) IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: By: - f$'� City Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Agency Counsel 4832-3636-9156.2832-3636-9156.1 14 P'.WgendasUgenda Atterh ntslAgenda AttachmentsWgrmts-Amend 2009110.19-09 CBTP Sub Reapent Agreement.doc CDC/2009-62 (2009-342) EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 4832-3636-9156.2832-3636-9156.1 15 P:\Agendas%pntla AttechmentstWda Altechments%grmts-Amend 2009\1 D19-09 CBTP Sub Recipient AgreemenLdoc CDC/2009-62 (2009-342) EXHIBIT "B" Supervisory Staff Personnel City Staff. Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832-3636-9156.1 16 P.Wgendas%Agende A9achmentsWgenda AtmchmemMgrmts-Amend 200900-19-09 CBTP Sub Recipient Agreement doc I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISS ON OF 3 THE CITY OF SAN BERNARDINO APPROVING AND AUT RIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEV OPMENT 4 AGENCY OF THE CITY OF SAN BERNARDINO (" ENCY") TO EXECUTE A SUB-RECIPIENT AGREEMENT BY AND ETWEEN THE 5 AGENCY AND THE CITY OF SAN BERNARDINO (CO MUNITY-BASED 6 TRANSPORTATION PLANNING GRANT PROGRA 7 WHEREAS, the Community Development Commissi of the City of San Bernardino g ("Commission") recognizes the need to promote mass trans' , the planning and funding of various 9 transportation projects and the implementation of Tr ' Oriented Development ("TOD") which 10 together will play a major role in the future rev- alization efforts to be undertaken by the 11 Redevelopment Agency of the City of San Bernar no ("Agency") both within the downtown area 12 and in other appropriate areas of the City of San emardino ("City"); and 13 WHEREAS, the Agency recognizes a benefits to be derived from receiving Community- 14 Based Transportation Planning ("CBTP") rent Program Funds and seeks to participate with the `✓ 15 City with respect to the CBTP Grant Pro am Funds; and 16 WHEREAS, the CBTP Grant ogram Funds are made available by Caltrans to encourage 17 livable/sustainable community conc is with a transportation or mobility objective and promote 18 community identity and quality of fe, and the City is eligible to apply to Caltrans for such CBTP 19 Grant Program Funds, and has i fact submitted such application to Caltrans, and upon receipt of 20 such CBTP Grant Program Fun s to then make such funds available for administration and use by 21 the Agency as a sub-recipient f the application of the City; and 22 WHEREAS, on Mar 16, 2009, the Council authorized the submittal of a CBTP Grant 23 application for the develo ent of a TOD Overlay District and designated the Agency as the 24 proposed sub-recipient for the ultimate use of such funds; and 25 WHEREAS, the pplication as submitted by the City has been selected by Caltrans for 26 funding in the amount of $250,000, and pursuant to the approval letter from Caltrans dated C27 September 14, 2009, this Commission must adopt a Resolution that identifies the grant request and 28 authorizes the Interim Executive Director of the Agency to enter into a Sub-Recipient Agreement 1 P:UgeM sV mlusiomV ewlusnnsUOD9%10.19.09 CBTP Sub-Recipient Agneemens CDC Rm shim, 0 1 with the City. 2 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 3 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 4 FOLLOWS: 5 Section 1. The Commission hereby finds and determines that the facts and circumstances 6 set forth in the Recitals hereof are true and correct in all respects. 7 Section 2. The Commission hereby approves the form of the Sub-Recipient Agreement with 8 the City in the form as attached hereto as Exhibit"A" and authorizes the Interim Executive Director 9 of the Agency on behalf of the Agency to execute and deliver such Sub-Recipient Agreement 10 together with such non-substantive and technical changes to said Sub-Recipient Agreement for the 11 use and administration of the CBTP Grant Program Funds for the development of a TOD Overlay 12 District within the City. 13 Section 2. This Resolution shall take effect from and after its date of adoption by this 14 Commission. 15 16 17 18 19 20 21 22 23 24 25 26 C27 28 2 P:Wgendn\RmM1nionsVRmlmiumt2g091l"1 CBTP Sub.Raipiem Agreement CDC RM&C I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 2 THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT 3 AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE 4 AGENCY AND THE CITY OF SAN BERNARDINO (COMMUNITY-BASED TRANSPORTATION PLANNING GRANT PROGRAM) 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 6 7 Development Commission of the City of San Bernardino at a meeting 8 thereof, held on the day of 2009, by the following vote to wit: Commission Members: Aves Nays Abstain Absent 9 ESTRADA _ 10 BAXTER _ 11 BRINKER 12 SHORETT 13 KELLEY _ O14 JOHNSON 15 MC CAMMACK 16 17 18 Secretary 19 The foregoing_Resolution is hereby approved this day of 2009. 20 21 22 Patrick J. Morris, Chairperson Community Development Commission 23 of the City of San Bernardino 24 Approved as to Form: 25 26 By' Agenc o sel © 27 28 3 P1AgcndesVtesolutionsVlewluiwiu2W910.19-09 CBTP Sub-Recipient Agreement CDC Roo doe 1 EXHIBIT "A" 2 SUB-RECIPIENT AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 C14 15 16 17 18 19 20 21 22 23 24 25 26 r. 27 28 4 P Wgendasaesolutions\kesolutions\2M9 10-19-09 CBTP Sub-Recipient Agrminent CDC Rao doc TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY O THE CITY OF SAN BERNARDI 4832-3636-9156.2832-3636-9156.1 1 e zowments and Settings\wchanthatLocai Sellings\Tamporary Internet Files\Content 0u00ok%SLJOD970l0.19-09 CSTP Sub Reopient Agreement.doc 4 f Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement"),by and between the City of San Bernardino,a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient'and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of $250,000 from the State of California Department of Transportation("Caltrans")for the Community Based Transportation Planning Grant("Grant'); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD") overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council') recognize the need to promote mass transit,the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3636-91562832-3636.9156.1 2 CttD=ments and SeHkgslwManthalO l Settings\Temporary Internet FileslCantenl Ou00ak%LJOD870,10-19-09 CBTP Sub Redplent Agreement Eoc WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the "Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhibit"B",hereinafter referred to as"City Staff',shall be responsible for the direction of any,work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement, unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Organization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. L The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 5. Sub-recipient Funding and Support ti.a. The City has adopted Resolution No. _, dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to 4832-3636-9156.2832-3636-9156.1 3 C]Dowments am SeninBa\wchanthatLOCaI SettinpstTemporary Internet FilestCoMent OlA 16LJ00870%10-19-09 CBTP Sub Recipient Agreement doc the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scone of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2012. t" 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and.5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 4832-3636-9156.2832-3636-9156.1 4 C:\Oowmerea wid Setlirgs%wchanth.lacal Settings\Temporary Internet FileslContent OullooMWQD87MU1 19-09 CBTP Sub Recipient Agreement d= 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may be granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines,and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- 4832-3636-9156.2832-3636-9156.1 rJ PWgendeslAgends Attac nnul Qg &AllethmsnlsWgrmis-Amend 200V1 19-09 CBTP SSG Recipient Agreement.doe recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex,marital status or national origin. C. Further, the City and the Sub-recipient shall promote affirmative action in their hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following:recruitment and recruitment advertising,employment,upgrading and promotion. In addition,the City and the Sub-recipient shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attn.: Charles McNeely, City Manager 300 North"D" Street San Bernardino, California 92418 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attn.: Emil A. Marzullo,Interim Executive Director 201 North"E" Street, Suite 301 San Bernardino, California 92401 19. Assignment This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City,which consent shall be given in the City's sole discretion. Any attempt by the Sub-recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may, among its other remedies, and without limitation or prior notice, cancel,terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 R%AgendastAgenda AOarhmentslAgenda AtlachmenWAgrmtc-Amend 2009\10-09-09 CSTP Sub Recipient Agreement.doc 21. Release Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder,and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence,injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors. The Sub-recipient shall maintain all California statutory requirements to a One Million Dollhrs ($1,000,000) limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City, its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars($5,000) must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 7 I C1DO wts an SeningmW henthal.l Settings\Temporary Intemet Files\ContentOullook�LJODSM10.19-09 CBTP Sub Recipient Agreement tloc i a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty(30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three,thirty(30) day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal,state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest, to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness, legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 S C\Documents and Seumgml hanthaLLOMI SettingmTemporary Internet Fi$estCont enL000ook16LJOD87Ct10-19-09 CBTR Sub Recipient Agreement boc 25. Religious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six(6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall,at all times;have access for the purpose of audit or inspection to any and all books, documents,papers,records,property, and premises of the Sub-recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts.When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 C'.Occuments and Settingslwchanthait oval Setbngs%Tempaary Internet FtleslConlent.Outlook`SLJDDB7Otlb19-09 CBTP Sub Recipient Agreement.doe 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. ComRliance with Law The Sub-recipient shall comply with all local,state and federal laws,including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder("Event of Default'): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty (30)calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 c\o=rnents and Sowngs%w anthelocal SebingATemporary Internet FileslConlent.0utb k%LJ0D87010-19-09 CBTP Sub Reapienl Agreement dac the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing, by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights.of.the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City,may, in its sole discretion,take any one or'more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City,and the same shall become due and payable without further demand,protest or further notice of any kind,all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default(if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 11 C%DOwments and SettingslwcnanthaROCaI SettmgmTemporary Internet FileslContent.OollookZLJOD87010-19-09 CBTP Sub Recipient Agreement dw - vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(3 0)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination ofthe meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses,regardless of cause, including breach of contract,negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees"for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 Cvocuments and Sedingsiw nthaLLOCal SeitingmTemporary Intemet Files\Content.0u look16L10D870110-19-09 CBTP Sub Recipient AgreementAcc 38. Exhibits �... The Exhibits to this Agreement, indicated as Exhibits "A" and "B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 c0ocuments and Settings\wchanlhatLacal SettingsRemporary Internet Files\Content.Outlookl6LJOD87ml O-19-09 CBTP Sub Redpient Agreement.doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: By: City Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: — Agency Co sel 4832-3636-9156.2832-3636-9156.1 14 P:tAgendas%Agende ABatltmen AWdaAttechmentsWgrmts-Amend 2009110.19-09 CBT Sub Recipient Agreement.EOc EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 4832-3636-9156.2832-3636-9156.1 15 P'lAgedasV+9aWa Attachmenlslger4a Attac ntmAgrmis-Amend 200%10.19.09 CBTP Sub Rempienl Agreement doc EXHIBIT "B" Supervisory Staff Personnel City Staff: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832-3636-9156.1 16 R%AgendaaWgenda AttaMmentslAgenda AaaWmentsV grmts-Amend 2009\10.19-09 CBTP Sub Redpent Agreements I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 3 THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT 4 AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE 5 AGENCY AND THE CITY OF SAN BERNARDINO (COMMUNITY-BASED 6 TRANSPORTATION PLANNING GRANT PROGRAM) 7 WHEREAS, the Community Development Commission of the City of San Bernardino g ("Commission") recognizes the need to promote mass transit, the planning and funding of various 9 transportation projects and the implementation of Transit Oriented Development ("TOD") which 10 together will play a major role in the future revitalization efforts to be undertaken by the 11 Redevelopment Agency of the City of San Bernardino ("Agency") both within the downtown area 12 and in other appropriate areas of the City of San Bernardino ("City"); and 13 WHEREAS, the Agency recognizes the benefits to be derived from receiving Community- 14 Based Transportation Planning ("CBTP") Grpt Program Funds and seeks to participate with the 15 City with respect to the CBTP Grant Program Funds; and 16 WHEREAS, the CBTP Grant Program Funds are made available by Caltrans to encourage 17 livable/sustainable community concepts with a transportation or mobility objective and promote 18 community identity and quality of life, and the City is eligible to apply to Caltrans for such CBTP 19 Grant Program Funds, and has in fact submitted such application to Caltrans, and upon receipt of 20 such CBTP Grant Program Funds to then make such funds available for administration and use by 21 the Agency as a sub-recipient of the application of the City; and 22 WHEREAS, on March 16, 2009, the Council authorized the submittal of a CBTP Grant 23 application for the development of a TOD Overlay District and designated the Agency as the 24 proposed sub-recipient for the ultimate use of such funds; and 25 WHEREAS, the application as submitted by the City has been selected by Caltrans for 26 funding in the amount of $250,000, and pursuant to the approval letter from Caltrans dated 27 September 14, 2009, this Commission must adopt a Resolution that identifies the grant request and 28 authorizes the Interim Executive Director of the Agency to enter into a Sub-Recipient Agreement 1 RA-RKimmnt Avn<ment CDC Rasa&C I with the City. 2 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 3 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 4 FOLLOWS: 5 Section 1. The Commission hereby finds and determines that the facts and circumstances 6 set forth in the Recitals hereof are true and correct in all respects. 7 Section 2. The Commission hereby approves the form of the Sub-Recipient Agreement with 8 the City in the form as attached hereto as Exhibit "A" and authorizes the Interim Executive Director 9 of the Agency on behalf of the Agency to execute and deliver such Sub-Recipient Agreement 10 together with such non-substantive and technical changes to said Sub-Recipient Agreement for the 11 use and administration of the CBTP Grant Program Funds for the development of a TOD Overlay 12 District within the City. 13 Section 2. This Resolution shall take effect from and after its date of adoption by this 14 Commission. 15 16 17 19 20 21 22 23 24 25 1 26 1 27 28 2 PM mdm%t lutromVtmolutiom\20D9\10,1909 CBTP SubBaiuient Agreement CDC Bmo.doc 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 2 THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT 3 AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE 4 AGENCY AND THE CITY OF SAN BERNARDINO (COMMUNITY-BASED TRANSPORTATION PLANNING GRANT PROGRAM) 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 6 7 Development Commission of the City of San Bernardino at a meeting 8 thereof,held on the day of 2009, by the following vote to wit: Commission Members: Aves Nays Abstain Absent 9 ESTRADA 10 BAXTER 11 BRINKER _ 12 SHORETT 13 KELLEY 14 JOHNSON 15 MC CAMMACK 16 17 18 Secretary 19 The foregoing Resolution is hereby approved this day of 2009. 20 21 22 Patrick J. Morris, Chairperson Community Development Commission 23 of the City of San Bernardino 24 Approved as to Form: 25 26 By: Agenc oyisel 27 28 3 P W acodas\RwolutionsVtesolutbns @W9["9-W CBTP Sub-Recipient Agreement CDC Rap.doc I EXHIBIT "A" 2 SUB-RECIPIENT AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 P1AeendmaR obtbac Rmokiiions1 20091 10.19-09 COTP Sub-Reeioiem AWeemem CDC Rao.doc TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 4832-3636-9156.2832-3636-9156.1 P]A9endas\A9enda AttachmentsiAgenCa AttachmentipAgrmts-Amend 2009110 19-09 CSTP Sub Recipient Agreement boc Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement'),by and between the City of San Bernardino,a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient'and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of $250,000 from the State of California Department of Transportation("Caltrans")for the Community Based Transportation Planning Grant("Grant'); and WHEREAS the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD") overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council') recognize the need to promote mass transit, the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application ("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3636-9156.2832-3636-9156.1 2 P]AgendaslAgenCa AUMmentsWgenda Attacnments%Agrmts-Amend 2009F]0-19-09 CBTP Sub Recipient Agreement.doc WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the"Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhibit`B",hereinafter referred to as"City Staff', shall be responsible for the direction of any work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Organization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 4832-3636-9156.2832-3636-9156.1 3 P'.VAgendasWgenda AttarhmentsXAgenda AttachmentsNyrmts-Amend 20MI\ iB-09 CBTP Sub Recipient Agreement.doc 5. Sub-recipient Funding and Support The City has adopted Resolution No. dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scope of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 4832-3636-9156.2832-3636-9156.1 4 P:%AgendasVAgande Allachments\Agende AttachmentS\Agrmts-Amend 2009110-19-09 CBTP Sub Recipient Agreement.doc 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may be granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies, guidelines,and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 4832-3636-9156.2832-3636-9156.1 5 P.1AgendaslAgenda AltaehmernMgenda Adachments%Agrmte-Amend 2009110-19-09 CBTP Sub Recipient Agreement doc B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status or national origin. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attention: Charles McNeely, City Manager 300 North"D" Street San Bernardino, California 92418 Phone: (909) 384-5122 Fax: (909) 384-5138 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North"E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 19. Assignment This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Sub- recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may,among its other remedies, and without limitation or prior notice cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 P'.UgendaslAgenda Atiac mentsWgenda Adac ments'Agrmts-Amen 200 910.194)9 CBTP Sub Recipient Agreement doc 21. Release, Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following j types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors. The Sub-recipient shall maintain all California statutory requirements to a One Million Dollars ($1,000,000) limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City , its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars ($5,000)must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 P.VgendasVg nda Atwa mentsWgende Attac mentslAgrmts-Amend2009110-19-09CBTP Sub Recipient Agreement doe a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty(30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal,state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest, to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness,legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832.3636-9156.1 8 P.Wgendas%genda Attadtment kA jende Attacl men(Mgrmts-Amend 2009H0.19-09 CBTP Sub Recipient Agreement doc 25. Religious Proselvtizine or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall,at all times,have access for the purpose of audit or inspection to any and all books, documents, papers,records, property, and premises of the Sub-recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts. When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 RWgendainAgenda AttedlmentstAgenda AaachmentMa mm-Amend 20M10.19-09 CBTP Sub Recipient Agreement boc 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local, state and federal laws, including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder ("Event of Default'): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty (30) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 P ftendaMAgenda AttachmentslAgena Attachments'Agrmts-Amen 2009110.19-09 CBTP Sub Recipient Agreement.doc the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing, by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights of the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City, may, in its sole discretion, take any one or more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City, and the same shall become due and payable without further demand, rotest or further notice of P any kind, all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default (if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 P:Ngendas\Agenda Attachments\Agenda Anachmen(MAgnnts-Amend 2009\10-19-09 OBTP Sub Recipient Agmement.Coc vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(3 0)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination ofthe meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees"for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 P'.\AgendastAgenda AtlechmentstAgenda Attechments%Agnnis-Amend 2009110.19-09 CSTP Sub Recipient Agreement doc 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and "B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 P'WgendasXAgende Attar mentsftenda Attar mentslAgr"s-Amend20091 10.19-09 CBTP Bub Recipient Agreement.doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: By: City Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Agency Counsel 4832-3636-9156.2832-3636-9156.1 14 P:1AgendaMosg daAus mentstAgana Ma&mantsNgrmts-Amend 200911419-09 CBTP Sub Recipient Agreement.dcc EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 4832-3636-9156.2832-3636-9156.1 15 P1Agenbampenda AttachmentsiAgenda Attachments%Agrmts-Amend 2009110.19-09 CBTP Sub Recipient Agreement doc EYJHBIT "B° Supervisory Staff Personnel City Staff: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832-3636-9156.1 16 P WgendasWgenCa AttachmentiMpenda AttachmenteWgrmts-Amend 2009\10-19-09 CBTP Sub Recipient Agreement.Coc TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 4832-3636-9156.2832-3636-9156.1 P:tAgemlaslAgenda Attatl mentsWgenda AttachmentsstAgrmts-Amend 20MIN 19-09 CSTP Sub Recipient Agreement Eoc Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement'),by and between the City of San Bernardino,a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient'and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of $250,000 from the State of California Department of Transportation("Caltrans") for the Community Based Transportation Planning Grant("Grant'); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD") overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council') recognize the need to promote mass transit, the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3636-9156.2832-3636-9156.1 2 P]AgendasxAgenba Attaohments%genda Attac mentsWgrmts-Amend 2009N0-19-09 CBTP Sub Recipient Agreement doc it WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the "Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recinient A. The individuals designated in Exhibit`B",hereinafter referred to as"City Staff', shall be responsible for the direction of any work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Organization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 4832-3636-9156.2832-3636-9156.1 3 R%AgendaslAgenda Attacdmeotsl4genda AttachmentsiAgrmis-Amend 2009110-19-09 OBTP Sub Recipient Agreement doc i D. Sub-recipient Funding and Support The City has adopted Resolution No. dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scope of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 4832-3636-9156.2832-3636-9156.1 4 P Wgendes%Agenda AtechmentMAgenda AttachmenWAgrmis-Amend 2009\10.79-09 CBTP Sub Recipient Agreement.doc 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may be granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines, and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 4832-3636-9156.2832-3636-9156.1 rj P]AgendastAgenda AttachmenbMgenda Attachmenteukgrmts-Amend 200Wt 19-09 CBTP Sub Recipient Agreement tloc B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status or national origin. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attention: Charles McNeely, City Manager 300 North "D" Street San Bernardino, California 92418 Phone: (909) 384-5122 Fax: (909) 384-5138 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 19. Assignment This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Sub- recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may,among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 P,AgendebWgenda AttaMmentsWgenda Afta mentsV grmis-Amend 2009\10.19-09 CBTP Sub Recipient Agreement doc 21. Release, Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors. The Sub-recipient shall maintain all California statutory requirements to a One Million Dollars ($1,000,000) limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City , its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars ($5,000) must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 7 P1 gendasV genda Atta&mentsWgenda AttachmentsW grmts-Amend 200911U19-09 CBTP Sub Recipient Agreement doc a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty (30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three,thirty (30) day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal,state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest, to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives, or the effectiveness,legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 8 P.%Agenda9%Agende AUsMmentMAgenda AttactimentslAgrmts-Amend 2009110-19-09 CBTP Sub Recipient Agreement doc 25. Religious Proselvtizine or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall,at all times,have access for the purpose of audit or inspection to any and all books, documents,papers, records,property, and premises of the Sub-recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts.When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 RIAgendasVWgenda AttschmentMAgenda AttechmentMAgfmts-Amend 20M 0.1&09 CBTP Sub Recipient Agreementdoc 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local, state and federal laws, including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder ("Event of Default'): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty (30) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 P:WgendaMgenaa AdachmentslAgenda Atua mentslAgrmis-Amend 2009110-19-09 CBTP Sub Recipient Agreementdoe the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing, by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights of the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City,may, in its sole discretion, take any one or more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City, and the same shall become due and payable without further demand,protest or further notice of any kind,all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default (if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 1 1 P.WgendastAgenda Attac tmentsxAgenda AttachmentskAgrmts-Amend 2009tl0-19-09 CBTP Sub Recipient Agreement.doc i vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(3 0)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Sub-recipient may,as its sole and exclusive remedies: i i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees" for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 P'.WgendetnAgenda AnaMmentslAgenda AttachmentsWgrmts-Amend 200 klO-19-09 CBTP Sub Recipient Agreement.doc 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and `B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 P:Wgendms Agenda AdammentslAgenda Attac mentsWgmts-Amend 2009110-19-09 CBTP Sub Recipient Agreement doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: By: w 4V Ja u i �WM'V^- i y Attomey SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Agency Counsel 4832-3636-9156.2832-3636-9156.1 14 P:Vtgendas'A"mla AttachmentMgemle Attactimentsl gnnts-Amentl 2009\1419-09 CBTP SW Recipient Agreement doc EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 4832-3636-9156.2832-3636-9156.1 15 P'.%AgendaAAgenda AttachmentsWgenda AtectunentsUgrmts-Amen 20M10-19-09 CBTP Sub Recipient Agreementtloc EXHIBIT "B" Supervisory Staff Personnel City Staff: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832-3636-9156.1 16 P.Vlgendn%Agenda AttacnmentsNgende Attachments%gnrnts-Amend 2MM10-19-09 CBTP Sub Recipient Agreement.Coc TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 4832-3636-9156.2832-3636-9156.1 P,AgendasWgenda Atlac6ments%Agenda AttachmenwAgrmts-Amend 2009\10-19-09 CSTP Sub Recipient Agreement boc Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement"),by and between the City of San Bernardino,a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient"and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of $250,000 from the State of California Department of Transportation("Caltrans") for the Community Based Transportation Planning Grant ("Grant"); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development ("TOD") overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council") recognize the need to promote mass transit, the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application ("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3 56.2832-3636-9156.1 2 P.WgeMas%pnde Afte hmentslAgenda Ada&mentsWgrmts-Amend 2009tl0.19-09 CBTP Sub Reopient Agmementdw WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS I. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the "Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhibit`B",hereinafter referred to as"City Staff', shall be responsible for the direction of any work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Oreanization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 4832-3636-9156.2832-3636-9156.1 3 PAAgenasWgenda AttachmentsNgenda Anao mentsl grmts-Amen 2009\10-19-09 CBTP Sub Recipent Agreement DOc 5. Sub-recipient Funding and Support The City has adopted Resolution No. , dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scope of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. j 4832-3636-9156.2832-3636-9156.1 4 j P?AgendaskAgenda AttarhmentMAgende AttachmentsWgrmis-Amend 20091 10.19-M CBTP Sub Recipient Agreement don 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times, the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may be granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines, and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. 4832-3636-9156.2832-3636-9156.1 5 P:1AgendasWgenda AttachmentsV Benda Attachments\Agrmts-Amend 2009110.19(19 CBTP Sub Recipient Agreement doc B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status or national origin. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attention: Charles McNeely, City Manager 300 North"D" Street San Bernardino, California 92418 Phone: (909) 384-5122 Fax: (909) 384-5138 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 19. Assignment This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Sub- recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may,among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 P'.v%wdaAAgends AttectimentsiAgenba AtbimmantsWjrmts-Amend 2009\10-19-09 CBTP Bub Recipient Agreement doc 21. Release, Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors. The Sub-recipient shall maintain all California statutory requirements to a One Million Dollars ($1,000,000) limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City , its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars ($5,000)must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 R tgendasWgenda Att MmentsWgenda AttaMmentsWgrmts-Amend 2009N0-1908 CBTP Sub Recipient Agreement.doc a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty (30) days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty (30) day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required, five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal, state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest, to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness, legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 8 P WgendaMgenda Attacftments%Agenda Atla mentsWgrmts-Amend 2W%10-19-09 CUP Sub Recipient Agreement.doc 25. Religious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall, at all times,have access for the purpose of audit or inspection to any and all books, documents,papers, records,property, and premises of the Sub-recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts. When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severabilitv Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 P'.NgendasiAgenda AttatlrmentslAgenda AdachmentsWgrmts-Amend 20M10-19-09 CBTP Sub Recipient Agreement dw 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local, state and federal laws,including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder("Event of Default'): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty (30) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 P'.WgendaMgenda MaMmenlsNgena AttsMments tAgmits-Amend 2W 10-19-09 CBTP SW Recipient Agmement.doc the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing, by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights of the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City, may, in its sole discretion, take any one or more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City, and the same shall become due and payable without further demand,protest or further notice of any kind,all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; t a iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default (if curable) is cured; j iv. Demand reimbursement from the Sub-recipient for any payments made to it by the !11 City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 1 1 P'.WgendastAgenda AttacnmentsV Benda Attacnment;lAgrmts-Amend 2009M1 19-09 CBTP Sub Recipient Agreement doc vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(3 0)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses,regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees"for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 P WgendaslAgendaAtta&mnm Apn�Attachments%Agr"s-Amend 2009\10.19-09 CBTP Sub Recipient Agreement doc 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and "B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 P,ftmdasl genda AftaWmentslAgendaA achmentslAgrmts-Amend2009110.19-09 CBTP Sub Recipient Agreement doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: B Y: ity Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Agency Counsel 4832-3636-9156.2832-3636-9156.1 14 P:Wgen0aslAgende Afia&mentsl genda AtlaohmentsWgrmts-Amend 200910.19-09CBTP Sub Recipient Agreement.doc I I f r EXHIBIT"A" i I Scope of Services i I Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 4832-3636-9156.2832-3636-9156.1 15 P WgendasWgenda AUchmentMgenda Attatl mentMgrmts-Amend 2009\1 0.19-09 CBTP Sub Recipient AgmemenLCOc i EXHIBIT "B" Supervisory Staff Personnel City Staff: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832-3636-9156.1 16 P'.tAgendesiAgenda AtlachmentsV genda AttachmentsWgrmts-Amend 2MY 10-19-09 CBTP Sub Recipient Agreement.doe I RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE 3 CITY OF SAN BERNARDINO APPROVING CERTAIN AGREEMENTS AND AUTHORIZING THE MAYOR TO EXECUTE (1) AN AGREEMENT 4 BY AND BETWEEN THE CITY AND CALTRANS FOR COMMUNITY- BASED TRANSPORTATION PLANNING ("CBTP") GRANT PROGRAM 5 FUNDS AND (2) A SUB-RECIPIENT AGREEMENT BY AND BETWEEN 6 THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") AND THE CITY 7 WHEREAS, the Mayor and Common Council of the City of San Bernardino recognizes the 8 need to promote mass transit, the planning and funding of various transportation projects and the 9 implementation of Transit Oriented Development ("TOD")which together will play a major role in 10 the future revitalization efforts to be undertaken by the Redevelopment Agency of the City of San 11 Bernardino ("Agency")both within the downtown area and in other appropriate areas of the City of 12 San Bernardino ("City"); and 13 WHEREAS, the Agency recognizes the benefits to be derived from receiving Community- 14 Based Transportation Planning ("CBTP") Grant Program Funds and seeks to participate with the 15 City with respect to the CBTP Grant Program Funds; and 16 WHEREAS, the CBTP Grant Program Funds are made available by Caltrans to encourage 17 livable/sustainable community concepts with a transportation or mobility objective and promote 18 community identity and quality of life, and the City is eligible to apply to Caltrans for such CBTP 19 Grant Program Funds, and has in fact submitted such application to Caltrans, and upon receipt of 20 such CBTP Grant Program Funds to then make such funds available for administration and use by 21 the Agency as a sub-recipient of the application of the City; and 22 WHEREAS, on March 16, 2009, the Council authorized the submittal of a CBTP Grant 23 application for the development of a TOD Overlay District and designated the Agency as the 24 proposed sub-recipient for the ultimate use of such funds; and 25 WHEREAS, the application as submitted by the City has been selected by Caltrans for 26 funding in the amount of $250,000, and pursuant to the approval letter from Caltrans dated 27 September 14, 2009, this Mayor and Common Council must adopt a Resolution that identifies the 28 1 P:\AgendasU esolwiom\Rcwlutionx120O9V0.19-09=Sub-Recipient Agreement MCC Rao.doc 1 grant request and authorizes a representative of the City to enter into a contract with Caltrans when 2 such contract has been prepared by Caltrans and submitted to the City for execution by such 3 authorized representative. 4 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY 5 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS 6 FOLLOWS: 7 Section 1. The Mayor and Common Council hereby finds and determines that the facts and 8 circumstances set forth in the Recitals hereof are true and correct in all respects. 9 Section 2. The Mayor and Common Council hereby accept the CBTP Grant Program Funds 10 as offered by Caltrans pursuant to the letter from Caltrans dated September 14, 2009, and further 11 authorizes the Mayor as the authorized representative of the City to execute the final form of such 12 contract with Caltrans for the CBTP Grant Program Funds at such time as Caltrans submits the final 13 form of such contract to the City for execution and delivery. The Council approves the form of the 14 Sub-Recipient Agreement with the Agengy in the form as attached hereto as Exhibit "A" and 15 authorizes the Mayor on behalf of the City to execute and deliver such Sub-Recipient Agreement 16 together with such non-substantive and technical changes to said Sub-Recipient Agreement for the 17 use and administration of the CBTP Grant Program Funds for the development of a TOD Overlay 18 District within the City. 19 Section 3. This Resolution shall take effect upon its adoption and execution in the manner 20 as required by the City Charter. 21 22 23 24 25 26 27 28 2 P:VAgendas�mlutions\Resolutiov\2009110-19-09=Sub-Recipient Agftmem MCC Resod" I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING CERTAIN AGREEMENTS 2 AND AUTHORIZING THE MAYOR TO EXECUTE (1) AN AGREEMENT 3 BY AND BETWEEN THE CITY AND CALTRANS FOR COMMUNITY- BASED TRANSPORTATION PLANNING ("CBTP") GRANT PROGRAM 4 FUNDS AND (2) A SUB-RECIPIENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN 5 BERNARDINO ("AGENCY")AND THE CITY 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a meeting 8 thereof,held on the day of , 2009, by the following vote to wit: 9 Council Members: Aves Nays Abstain Absent 10 ESTRADA — 11 BAXTER — 12 BRINKER — 13 SHORETT — 14 KELLEY — 15 JOHNSON — 16 MC CAMMACK — 17 18 Rachel G. Clark, City Clerk 19 20 The foregoing Resolution is hereby approved this day of 12009. 21 22 Patrick J. Morris,Mayor 23 City of San Bernardino 24 Approved as to Form: 25 26 By: 27 James F. Penman, City Attorney 28 3 P'NgendesVlesalu[iomVlewW[ions\2009�1019-09 CBTP SubReciDieN Agrttmen[MCC RewAm I EXHIBIT "A" 2 SUB-RECIPIENT AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ■ 4 P:Ngendas\Resolutions lResolutions12009U0-19-09 CBTP SubRmipient Agreemem MCC ResoA TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 4832.3636-9156.2832-3636-9156.1 1 C9Documents and SeNngs\wchenth.LL.cal Settings\Temporary Internet Fites\Contem.Ou look16LJOD870\1049-09 CBTP Sub Recipient Agreement.doc Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement'),by and between the City of San Bernardino,a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient'and may be collectively referred to as"Parties"or individually referred to as"Parry" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of $250,000 from the State of California Department of Transportation("Caltrans")for the Community Based Transportation Planning Grant("Grant'); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD") overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council') recognize the need to promote mass transit, the planning and funding of various transportation projects and the implementation of TOD which together will play a maj or role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3636-9156.2832.3636-9156.1 2 CMawments and Settings\wchanlhalocal SeBings\Temporary Intemet Files\Content.OUtlook%LJOD87MIi 19-09 CBTP Sub Recipient Agreement doc WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the "Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhit it`B";hereinafter referred to as"City Staff", shall be responsible for the direction of any work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Organization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. i 5. Sub-recipient Funding and Support The City has adopted Resolution No. _, dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to 4832-3636-9156.2832-3636-9156.1 3 C'\Documeraa and Settings\wchanthalL l SetlingslTemporary Internet Files\Content.OutlookZLJODB7Ml O-l9-W CBTP Sub Recipient Agreement.doc the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Sco ee of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the `Effective Date"), and shall continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 4832-3636-91562832-3636-9156.1 4 C:\Dw.ments and Settings\wchanthalbcal Settings\Temporary Internet Files\Ccntent.Owlook%6LJODB7M lO l"9 CBTP Sub Recipient Agreement dcc 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times, the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may be.granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines,and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- 4832-3636-9156.2832-3636-9156.1 rJ PAAgendas%Agenda AtladunenlsWgenda AttacbmentsWgrmte-Amend 2009\10-19-09 CBTP Sub Recipient Agreement.doc recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex,marital status or national origin. C. Further, the City and the Sub-recipient shall promote affirmative action in their hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following:recruitment and recruitment advertising,employment,upgrading and promotion. In addition,the City and the Sub-recipient shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attn.: Charles McNeely, City Manager 300 North"D" Street San Bernardino, California 92418 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attn.: Emil A. Marzullo,Interim Executive Director 201 North`B" Street, Suite 301 San Bernardino, California 92401 19. Assi 1gn Went This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City,which consent shall be given in the City's sole discretion. Any attempt by the Sub-recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may, among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 P.1AgendaslAgenda AtiachmentslAgenda Attachmerds'Agrmts-Amend 2009M-19-09 CBTP Sub Recipient Agreement.doc 21. Release Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities ofthe Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors. The Sub-recipient shall maintain all California statutory requirements to a One,Mjllion Dollars ($1,000,000),limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City , its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars ($5,000)must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 7 emocuments and Setlirgaiwchenfttocal Settin9alTemporery Internet Files\Content.OU lookWW00870\10-19-09 CBTP Sub Recipient Agreement doe a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty(30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three,thirty(30)day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal,state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest,to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness,legality, and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 8 C Documents and Settingstwehenthalocal Sedings\Temporery Internet FileslContent.OutlookSLJ0087ON0.19-0 CSTP Sub Recipient Agreement.doc i 25. Reliaious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall,at all times,have access for the purpose of audit or inspection to any and all books, documents,papers,records,property, and premises of the Sub-recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts.When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 CVccumenls and Settingmwchanthalocal Settings\Temporary Internet Files\Content.Outlook\6LJOD670110.1"9 CBTP Sub Recipient Agreement.doc 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local,state and federal laws,including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder("Event of Default"): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty (30)calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636.9156.1 10 cooaanenls and Settingslwchantha%ocal SettingmTemporary Internet FilestContent.Dulbokt6LJDDS701t0-19-09 CSTP Sub Recipient Agreentent.doc the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing,by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights of-the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City,may, in its sole discretion,take any one or more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City,and the same shall become due and payable without further demand,protest or further notice of any kind, all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement,take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default(if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 11 C:\Documents and Seltingslwchanthel mO al Setlingffemporary Internet FileslCOMent.ONlook%LJ0D87Ml O-19-09 CSTP Sub Recipient Agreement doc vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(30)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses,regardless of cause, including breach of contract,negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees"for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 CADowmems and Seltings\w anthaLLocal Servings\Temporary Internet Files\Content.Owlook*LJOD87Qd D-18-08 CBTP Sub Recipient Agreement.doc 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and `B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 C:V=mants and Settings\wchanlhaXLocal Settingswemporary Internet Files\Content.ONlook\ LJOD870110.19-09 CBTP Sub Recipient Agreement.doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: By: City Attorney SUBRECIPIENT Redevelopmeni Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By Agency Cyunsel 4832-3636-9156.2832-3636-9156.1 14 P?Agendes'Agenda AttachmentslAgenda AttachmentMgnnts-Amend 2009110-19-09 CS P Sub Recipient Agreement doc EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 4832-3636-9156.2832-3636-9156.1 15 P:AgendasAgenda Attec menlsAgenda Attach ntsAgnnts-Amend 2009H0-lM9 CBTP Sub Recipient Agreementdoc EXHIBIT `B" Supervisory Staff Personnel City Staff: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636.9156.2832-3636-9156.1 16 P'.Wgendws Benda Attachments�Agenda AttachmentAAgrmts-Amend 2009\1419-09 CBTP Sub Recipient Agreement.doc TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO i I i i i 3 I i 1 1 1 i i 4832-3636-9156.2832-3636-9156.1 C Mmuments anti Settirgs\wchanthaLLocel Settings\Temporary Internet Files lContent.0uhook\6LJOD670\10-19-09 CSTP Sub Reaplent Agreement.Coc 1 Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement"),by and between the City of San Bernardino, a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient"and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH I WHEREAS, the City has been awarded a grant in the amount of $250,000 from the State of California Department of Transportation("Caltrans")for the Community Based Transportation Planning Grant ("Grant'); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the { Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD") overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council') recognize the need to promote mass transit,the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and 1 WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3636-9156.2832-3636-9156.1 2 C9Documents end Settings\wchenthalocal Setlirgs\Temporary Internet Files\CoMent.0 tlaokt5LJOD870110.19-09 CBTP Sub Recipient Agreement.dw WHEREAS,before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. I 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the "Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhibit`B";hereinafter referred to as"City Staff', shall be responsible for the direction of pny work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Organization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 5. Sub-recipient Funding and Support The City has adopted Resolution No. _, dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to 4832-3636-9156.2832-3636-9156.1 3 C9Dccuments and settingshw henthalO [SehingslTemporary Internet Files\Content.OulboMJOD970Y10-1909 CBTP Sub Recipient Agreementdoc the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scope of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. i 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28,2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours ofthe Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 4832.3636-9156.2832.3636-9156.1 4 C-movements and Settings\wtl nl l,,cel Settings\Temporary Internet Files\ConteM.OWt ook\ LJO0870\10.18-0g CBTP Sub Recipient Agreement.dw 11. Accountin¢ A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regglar Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third party service agreement except with the prior approval of the Commission. Such approval may-be.granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines,and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination i' A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to ! discrimination in any activities, programs, or employment supported by this Agreement. B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- 4832-3 63 6-9156.2832-3 636-9156.1 FJ PlAgendesWgende AHachmentsVtgende Attechments%grmts-Amend 20IM10.19-09 CBTP Sub Recipient Agreementdoc recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color,religion, sex,marital status or national origin. C. Further, the City and the Sub-recipient shall promote affirmative action in their hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following:recruitment and recruitment advertising,employment,upgrading and promotion. In addition,the City and the Sub-recipient shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attn.: Charles McNeely, City Manager 300 North"D" Street San Bernardino, California 92418 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attn.: Emil A. Marzullo,Interim Executive Director 201 North`B" Street, Suite 301 San Bernardino, California 92401 19. Assign ent This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City,which consent shall be given in the City's sole discretion. Any attempt by the Sub-recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may, among its other remedies, and without limitation or prior notice, cancel,terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 P.tAgendas\Agenda AttachmentsWgenda AhechmenWAgrmts-Amend 2009\10-19-09 CBTP Sub Recipient Agreement,doc 21. Release Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. I j 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors, The Sub-recipient shall maintain all California statutory requirements to a One Million Dollars ($1,000,000),limit. B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: "The City , its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars ($5,000) must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-91562832-3636-9156.1 7 C1Documents and Settings\wchanthalocal Settings\Temporery Internet Files\ContenLOutlookl LJOD870t10-0949 CBTP Sub Recipient Agreemenl.Coc a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty(30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three, thirty(30) day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(30)day prior written notice to the City,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal,state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest,to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness,legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636.9156.2832-3636-9156.1 8 Mbcuments and Settinoe\wchenlh.local Settings\Temporary Internet FileslCordent.Oullook16LJ0087Ml O-i909 CSTP Sub Recipient Agreement Eoc 25. Religious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall,at all times,have access for the purpose of audit or inspection to any and all books,documents,papers,records,property, and premises of the Sub-recipient,whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts. When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 Mocuments and Settings\wchanthaloca!SettingMTemporery Internet Files%CcntenLOutlookWLJOD870110-19-09 CBTP Sub Recipient Agreemenl.doc 30. Governine Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local,state and federal laws,including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder("Event of Default"): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty(30) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 Cmacuments and Setlings\wrhsntheLLOwl Sellings\Temporary Internet Files\Conlent.ONleok\6LJOD87011D-19-09 CBTP Sub Redpienl A9reemenl.doc the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing,by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rightsof the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City,may, in its sole discretion,take any one oi'more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City, and the same shall become due and payable without further demand,protest or further notice of any kind, all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default(if curable)is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832.3636-9156.2832-3636-9156.1 11 CADocuments and Sattings\wchanthalccal SettingmTemporzry Internet filemcontent.Outlookt%JQD870t1619-09 CBTP Sub Recipient Agreemenl.EOc vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(3 0)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency,Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enj oin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXPEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses,regardless of cause, including breach of contract,negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enj oin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees" for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 CAD=rnents and SaingskwchantbalLOCeI Sellings\Temporary Internet Files%Cmtent.Outbok'SU0131170110-19-09 CSTP Sub Recipient A9reement.doc i 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and `B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 C:Towrnants and Seltingmwchanthalocal Settings\Temporary INemel Files\ConlenLOU look\BLJOD87Ml O-19.99 CBTP Sub Recipient Agreement.doe IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris,Mayor Approved as to Form: By: City Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bemardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Agency C nsel 4832-3636-9156.2832-3636-9156.1 14 PAAgendaMgenda At chmenls%Agende AttscbmantMAgrmts-Amend 2009\10-19-09 CBTP Sub Recipient AgreemenUm EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. �I I ' 4832-3636-9156.2832-3636-9156.1 15 P:1AgendaslAgenda AttativnentsWgends Attechments'Agrmts-Amend 2009170-09-09 CRTP Sub Recipient Agreement.dx EXHIBIT"B" Supervisory Staff Personnel City Staff: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832.3636-9156.1 16 P:1Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2009\10.19-09 CBTP Sub Recipient Agneement.doc TRANSIT ORIENTED DEVELOPMENT OVERLAY DISTRICT SUB-RECIPIENT AGREEMENT I I BY AND BETWEEN CITY OF SAN BERNARDINO AND REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 4832-3636-9156.2832.3636-9156.1 1 C]DOwments and Settings\wohanlheLLOwl Sel ingsuemporary Intemet FilesWOnlenl.OogoOkZLJDD87M10-19-09 CSTP Sub Redpient Agreement Eoc Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement"),by and between the City of San Bernardino,a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient"and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of$250,000 from the State of California Department of Transportation("Caltrans")for the Community Based Transportation Planning Grant ("Grant"); and WHEREAS,the City and the Sub-recipient have an interest in providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recognize that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient desire to cooperate in the implementation of the Program by reason of experience, preparation, organization, staffing and facilities to provide for the development of a transit oriented development("TOD") overlay district within portions of the City; and WHEREAS, the Mayor and Common Council of the City of San Bernardino ("Council") recognize the need to promote mass transit,the planning and funding of various transportation projects and the implementation of TOD which together will play a major role in the future revitalization efforts to be undertaken by the Sub-recipient both within the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recognizes the benefits to be derived from receiving Community Based Transportation Planning Grant Program Funds ("Program Funds"); and WHEREAS,the Program Funds are made available by Caltrans to encourage livable/sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life,and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a sub-recipient of the Community Based Transportation Planning application("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832-3636-91562832-3636-9156.1 2 C uments and Settings\wchanthaUcel SetlingMTempwaq Internet Files\CoMenl.OullaokWL10D87QA0.18-09 CBTP Sub Reapienl Agreement Eoc WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. Any substitution of name shall require a majority vote of the Sub-recipient's governing body being the Community Development Commission of the City of San Bernardino (the"Commission") and approved by the Council on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated in Exhibit"B';hereinafter referred to as"City Staff', shall be responsible for the direction of any work to be performed by Sub-recipient and any other consultants or sub-consultants to the Agency under this Agreement. The Sub-recipient shall not undertake any work under the terms of this Agreement,unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub-recipient. B. The Sub-recipient may be required to obtain approvals from the Commission for its activities affecting the procurement of third party services and without any further approval by the Council. 4. Organization of Sub-recipient A. The Sub-recipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 5. Sub-recipient Funding and Support The City has adopted Resolution No. _, dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to 4832-3636-9156.2832.3636-9156.1 3 mocunronla and SatlingMwcnanthato l Sedings\Tempuary Internet FilestCentent.OutboklSLJODe79119-19-99 CBTP Sub Recipient Agreemant.doc the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scope of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agreement is to procure third party consultant services related to the development of a TOD overlay district and the administration of the Grant. The Sub-recipient shall perform the services as set forth in Exhibit"A"attached hereto and by this reference made a part hereof within the time periods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commence on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded through an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub-recipient hereunder shall be retained by the Sub-recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not maintain regular business hours,then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-recipient by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 4832-3636-9156.2832-3636-9156.1 4 C9Documenla and Settin9MWchsnlhML0ca1 SettingsBemponey Intemel PileslCantenLONlookBLJOD870\10-1&09 CSTP Sub Recipient Agreement.doc 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub-Recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant agreement procedures and requirements for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditures of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any third parry service agreement except with the prior approval of the Commission. Such approval may.be,granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures and certifies that it has complied and will continue to comply with the provisions of the Grant agreement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,regulations,policies,guidelines,and requirements as they relate to acceptance and use of funds for this state-assisted Program. 15. Affirmative Action The Sub-recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- 4832-3636-9156.2832.3636.9156.1 5 P WgencestAgende AltechmentaAgentle AtteenmentsW9rmte-Amend 20W\10-19-09 CBTP Sub Recipient A9memenl doe recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color,religion, sex,marital status or national origin. C. Further, the City and the Sub-recipient shall promote affirmative action in their hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following:recruitment and recruitment advertising,employment,upgrading and promotion. In addition,the City and the Sub-recipient shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub- recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of San Bernardino Attn.: Charles McNeely, City Manager 300 North"D" Street San Bernardino, California 92418 To the Sub-recipient: Redevelopment Agency of the City of San Bernardino Attn.: Emil A. Marzullo,Interim Executive Director 201 North`B" Street, Suite 301 San Bernardino, California 92401 19. Assignment This Agreement is not assignable by the Sub-recipient without the express prior written consent of the City,which consent shall be given in the City's sole discretion. Any attempt by the Sub-recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may, among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(3 0)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 PmgendWAgenda Attechments%genda AHachmenWAgrmh-Amend 2009\10-19-09 CBTP sub Recipient AQmementdoc 21. Release Indemnification. and Hold Ham-dess The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the Sub-recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the City on any claim,demand,or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the Sub-recipient hereunder,and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence,injury, illness or disease arising out of the provision of services. The City, however, is obligated to promptly notify the Sub- recipient in writing of any such claim of loss or damage. 22. Insurance Requirements The Sub-recipient shall secure and maintain throughout the term of the Agreement the following types of insurance with limits as shown: A. Statutory Worker's Compensation Insurance. The Sub-recipient shall require the carriers of this coverage to waive all rights of subrogation against the City,its officers,volunteers, employees,contractors and subcontractors, The Sub-recipient shall maintain all California i statutory requirements to a One Million Dollars ($1,000,000) limit. 1 B. Comprehensive General and Automobile Liability Insurance. The Sub-recipient shall obtain general liability insurance on a per occurrence basis with a combined single limit of One Million Dollars($1,000,000);and automobile liability insurance for owned,hired and non-owned vehicles on a per occurrence basis with a combined single limit of One Million ! Dollars ($1,000,000). Additional insured endorsements are required for general and automobile liability policy coverage. Additional insured shall be listed as: 1 "The City , its officers, officials, attorneys, agents, employees and volunteers" C. Other Requirements and Acceptable Proof of Insurance. i. All insurance coverage must be maintained throughout the duration of this Agreement. I ii. Insurance companies must have an A.M. Best Rating of B+VII or better. 1 iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five ? Thousand Dollars($5,000)must include a letter of credit. I iv. Acceptable Proof of Insurance: I i 4832-3636-9156.2832-3636-9156.1 7 C Tocuments eM SettingAwchenthalecal Settirgs\Temporery Internet Files\Coment.OutlookWLJOD67Mi D-19-99 CBTP Sub Recipient ABreementdoc a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective insurance companies. Upon issuance, policy endorsements and a corresponding Certificate of Insurance listing all insurers and coverage must be submitted to the City. (NOTE: Insurance binders are only valid for thirty(30)days and may need to be reissued if the policy endorsements are still pending. Binders may be issued for a maximum of three,thirty (30) day periods.) The Sub-recipient shall furnish certified copies of all policies and endorsements to the City, evidencing the insurance coverage above required,five business days prior to the commencement of performance of services hereunder,which certificates shall provide that such insurance shall not be terminated or expire without thirty(3 0)day prior written notice to the City ,and shall maintain such insurance from the time the Sub-recipient commences performance of services hereunder, until the completion of such services. An inventory of such insurance shall be completed by the Sub-recipient and approved by the City prior to the commencement of performance of services hereunder. All policies, with respect to the insurance coverage required above, except for the worker's compensation coverage, shall contain additional insured endorsements naming the City and its officers, agents, employees and volunteers as additional name insured, with respect to liabilities arising out of the performance of services hereunder. 23. Conflict of Interest The Sub-recipient,its agents and employees shall comply with all applicable federal,state,county and City laws and regulations governing conflict of interest. To this end, the Sub-recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest, to its agents and employees. 24. Program Monitoring The City will monitor the Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain such property,personnel,financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness,legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 8 CADoruments and Settings\wchantha\Local Settingsuemporery Internet Files\Content Outlookt6LJODB7M741B-09 CBTP Sub Reopient Agreement.doc 25. Reli¢ious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient may be required pursuant to the terms and conditions of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of audit report, the Sub-recipient,shall provide a written response to all conditions or findings reported in said audit report. The response must examine each condition or finding and explain a proposed resolution, including a schedule for correcting any deficiency, within six-(6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall, at all times,have access for the purpose of audit or inspection to any and all books, documents,papers,records,property, and premises of the Sub-recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed in three(3)counterparts. When executed,each counterpart shall be deemed an original,irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severabilitv Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable,the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 Mi,cuments and Settings\wchanthalocal Settirgs\Tempnary Internet Files\Content.OutPo k%LJDDe7ml O-19-09 CBTP Sub Recipient Agreement,doc 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local,state and federal laws,including,but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub-recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 33. Representations of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 34. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the prior written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub-recipient hereunder("Event of Default"): i. The failure of Sub-recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty (30)calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 C1DOwments and Settingslwchenthalocal SettingstTemporery Internet FilesXGoMeM.Du9Dok`6LJOD970t10-19-09 CSTP Sub Recipient Agreemenl.cm the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty(60) calendar days, unless such cessation is approved, in writing, by the City. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights-of-ihe City pursuant to Section 20, upon the occurrence of an Event of Default hereunder,the City, or an agent of the City,may,in its sole discretion,take any one or7more of the following actions: i. By notice to Sub-recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City,and the same shall become due and payable without further demand,protest or further notice of any kind, all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement,take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default(if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 11 C?Documents and Satlings4chanthaTmal SetlingstTemporary Internet Files\Conlent.0ullookl6WOD87M10.19-09 CBTP Sub Recipient Agreement.doc vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty(30)calendar days after receipt of written notice of such failure from Sub-recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency,Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. Without limiting the generality of the foregoing, Sub-recipient shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Agreement, and in connection with such waiver Sub-recipient is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code wfiich provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Damages and Limitation of Liability The City and the Sub-recipient agree that except as otherwise provided in this Section 36, in no event will either be liable to the other under this Agreement for any damages including but not limited to,special damages,loss of revenue,loss of profit,operating costs or business interruption losses, regardless of cause,including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees" for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 CBDocumerna and Set1inga\wchan1ha4oca1 Settings\Temporary Internet FileslCcntent.OWlooM6LJOD870110-19-09 CBTP Sub Recipient Agreement dm i 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and `B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub-recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Interim Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreement between the Parties. This Agreement supersedes all prior negotiation, discussions and agreements between the Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636.9156.1 13 C.momments and Settingslw hanthalocal SetlingmTemporery Internal Pilesl Content.OutlookWLJOD87011D-19-09 CBTP Sub Recipient Agreement.doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as ofthe day and year first written above. CITY City of San Bernardino, a charter city By: Patrick J. Morris, Mayor Approved as to Form: By: City Attorney SUBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzullo, Interim Executive Director Approved as to Form: By: Agency o sel 4832-3636-9156.2832-3636-9156.1 14 P1AgendasAgenda AltechmentsWgends ABechmntsXAgrmts-Amend 200910-19-09 CBTP Sub Recipient Agreeme da EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City activities: procurement of services related to the development of a TOD overlay district and the administration of the Grant. The Program shall be carried out in a manner satisfactory to the City and consistent with this Agreement, any amendments thereto and any standards required as a condition of providing the Program Funds. 3 i I - . I a i i i i 4832-3636-9156.2832-3636-9156.1 15 P:WgendasWgenda AtteamentsUgmda Attachments%grmts-Amend 200M1b19-09 CBTP Sub Recipient Agreement.doc EXHIBIT "B�q Supervisory Staff Personnel city S Charles McNeely, City Manager Terri Rahbal, City Planner 4 832-363 6-9156,2832-363 6-9156,1 16 P:�Agendas%gandaAttemments�AgeMaAttactwnentsXAgrmts-Amend20=10-19-09 CBTP Sub Recipient Agreement dm TRANSIT ORIENTED DEVELOPMENT OVE AY DISTRICT SUB-RECIPIENT AGREEM T BY AND BET N CITY OF SAN B ARDINO D REDEVEL MENT AGENCY OF THE CITY F SAN BERNARDINO 4832-3636-9156.2832-3636-9156.1 C9Documnls and Settings4chenthalocel SouingmTemporary Internet Flles%Cmdent.0utlooklGLJOD87Ml0-1409 CBTP Sub Recipient AgmemenLEoc Community Based Transportation Planning Grant Sub-recipient Agreement This Agreement is entered into this 19th day of October,2009("Agreement"),by and between the City of San Bernardino, a charter city and municipal corporation established and existing pursuant to the Constitution of the State of California,hereinafter referred to as the"City"and the Redevelopment Agency of the City of San Bernardino,a public body,corporate and politic,hereinafter referred to as the"Agency" or the"Sub-recipient"and may be collectively referred to as"Parties"or individually referred to as"Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of$25 0 from the State of California Department of Transportation("Caltrans")for the Community B Transportation Planning Grant("Grant'); and WHEREAS,the City and the Sub-recipient have an interest i providing necessary services to and enhancement of the quality of life of its citizens; and WHEREAS, the City and the Sub-recipient recogri a that the project herein is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub-recipient sire to cooperate in the implementation of the Program by reason of experience, preparation, org 'zation, staffing and facilities to provide for the development of a transit oriented development("T ")overlay district within portions of the City; and WHEREAS, the Mayor and Common ouncil of the City of San Bernardino ("Council') recognize the need to promote mass transit,th planning and funding of various transportation projects and the implementation of TOD which togeth will playa major role in the future revitalization efforts to be undertaken by the Sub-recipient both wi in the downtown area and in other appropriate areas of the City; and WHEREAS,the Agency recogni es the benefits to be derived from receiving Community Based Transportation Planning Grant Progr Funds ("Program Funds"); and WHEREAS,the Program Fun s are made available by Caltrans to encourage livable/sustainable community concepts with a transpo ation or mobility objective and promote community identity and quality of life,and the City is eligibl to apply to Caltrans for such Program Funds and to then make them available for administration and se by the Agency as a sub-recipient of the Community Based Transportation Planning application("CBTP Application") of the City; and WHEREAS,on March 16,2009,the Council authorized the submittal of a CBTP Application for the development of a TOD overlay district; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub—recipient pursuant to such CBTP Application; and 4832.3636-9156.2832-3636-9156.1 2 C Tocuments end Settingst chanthalLocal Settings\Temporary Internet FileslCoMent.0 tlook8LJ00870d0.19-09 CBTP Sub Recipient Agreement.doe WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom,the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are i orporated into this Agreement as though fully set forth herein. 2. Sub-recipient's Name The name of the Sub-recipient is identified as a Redevelopment Agency of the City of San Bernardino. Any substitution of name shal require a majority vote of the Sub-recipient's governing body being the Community Deve pment Commission of the City of San Bernardino (the"Commission") and approved by the ouncil on behalf of the City. 3. Supervision of Sub-recipient A. The individuals designated * Exhibit`B",hereinafter referred to as"City Staff',shall be responsible for the directi of any work to be performed by Sub-recipient and any other consultants or sub-cons ants to the Agency under this Agreement. The Sub-recipient shall not undertake any ork under the terms of this Agreement,unless instructed to do so by one of the designat d City Staff members. No other staff member is authorized by the City to request servi s from Sub-recipient. B. The Sub-recipien may be required to obtain approvals from the Commission for its activities affecti the procurement of third party services and without any further approval by the Council. 4. Organization of Sub eci Tent A. The Sub- ipient's role in this Agreement is to procure services related to the development of a TOD overlay district and the administration of the Grant. B. Sub-recipient Administration. i. The Sub-recipient is identified as the Redevelopment Agency of the City of San Bernardino. General legal counsel shall be provided by the Agency's existing counsel and the office of the City Attorney of the City. 5. Sub-recipient Funding and Support The City has adopted Resolution No. , dated October 19, 2009 authorizing the Mayor to execute an agreement with Caltrans to receive the following funds which shall be made available to 4832-3636-9156.2832-3636-9156.1 3 C9Documents and SetgigsWChanthalLocal Settings\Temporary Internet FileslContent.OulboklAUQD87U10-19-09 CBTP Sub Recipient Agreement.doc the Sub-recipient to fund the procurement of professional services related to the development of a TOD overlay district and the administration of the Program. Initial amounts allocated to Sub-recipient: Source of Funds: Dollar Amount: Grant $250,000 6. Scope of Sub-recipient Services The Sub-recipient's scope of services pursuant to this Agree ent is to procure third party consultant services related to the development of a TOD overla district and the administration of the Grant. The Sub-recipient shall perform the services as set orth in Exhibit"A"attached hereto and by this reference made a part hereof within the time p ods set forth therein. 7. Time of Performance Said services of the Sub-recipient are to commenc on or about February 1, 2010, or as soon as practicable thereafter upon execution of an appro riate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shal continue in full force and effect through and including February 28, 2012. 8. Initial Capital Allocation The Sub-recipient shall be funded throu an allocation of$250,000, as indicated by the Grant amounts delineated in Section 5. 9. Record Retention Records,maps,field notes and sup orting documents and all other records pertaining to the use of Program Funds disbursed to the S b-recipient hereunder shall be retained by the Sub-recipient and available to the City for examin ion and for purposes of performing an audit for a period of five (5) years from the date of exp' lion or termination of this Agreement or for a longer period, as required by law. Such recor shall be available to the City and to appropriate county, state or federal agencies and officials or inspection during the regular business hours of the Sub-recipient. If the Sub-recipient does not aintain regular business hours,then such records shall be available for inspection between the ours of 9 a.m. and 5 p.m. Monday through Friday,excluding federal and state government holid ys. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub-reci ent by the City under this Agreement,such records shall be retained by the Sub-recipient until all such litigation or audit has been resolved. 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 4832-3636-9156.2832-3636-9156.1 4 C tDocum m and SettingMwehenthaLLocal Servings\Temporary Internet Fi1es%Conlent.Ou11ook%LJDD87011P1M9 CBTP Sub Recipient Agreementeoc 11. Accounting A. The Sub-recipient shall establish and maintain on a current basis a adequate accrual accounting system in accordance with generally accepted accounting principles,practices, and standards. B. At all times,the Chief Financial Officer of the Agency shall mainta' the financial books and records of the Sub-Recipient to be established pursuantA this Agreement and maintained by the Agency separate and apart from other Agenc financial records and shall set forth all financial activity hereunder as a separate line it in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub-recipient shall follow the Caltrans Grant afire ment procedures and requirements for reporting and provide periodic reporting and the onitoring of compliance regarding the expenditures of the Program Funds for all purposes this Agreement. 13. Authority to Enter Into Agreements The Sub-recipient may not enter into any th' d party service agreement except with the prior approval of the Commission. Such approv may be granted only at a noticed public meeting of the Commission. 14. Compliance with Laws and Assurances The Sub-recipient hereby assures an certifies that it has complied and will continue to comply with the provisions of the Grant agr ement of the City with Caltrans and all applicable federal, state,and local laws,ordinances,re lations,policies,guidelines,and requirements as they relate to acceptance and use of funds for his state-assisted Program. 15. Affirmative Action The Sub-recipient shall make a ery effort to ensure that all projects funded wholly or in part by Program Funds shall provid equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. B. The Sub-recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub- 4832-3636-9156.2832-3636-9156.1 5 P'.WgerMesVtgende AtteWments%gende AttacnmentsWgrmte-Amend 2009\10.19-09 CBTP Sub Recipient Agreement.doc recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color,religion, sex, marital status or national origin. C. Further, the City and the Sub-recipient shall promote affirmative action in their hiring practices and employee policies for minorities and other designated classe in accordance with federal, state and local laws. Such action shall include, but n e limited to, the following:recruitment and recruitment advertising,employment,u . g and promotion. In addition,the City and the Sub-recipient shall not exclude fr participation under this Agreement any employee or applicant for employment on a basis of age, handicap or religion in compliance with State and Federal laws. 17. Changes in Grant Allocation The City, through the Council, may grant additional ds at its discretion for use by the Sub- recipient to assure the successful completion of the ogram. 18. Notices All notices herein required shall be in writin . Notices shall be sent by prepaid First Class Mail to the following Address: To the City: City of Bernardino Attn.: arles McNeely, City Manager 300 rth"D" Street San emardino, California 92418 To the Sub-recipient: development Agency of the City of San Bernardino ttn.: Emil A. Marzullo,Interim Executive Director 01 North`B" Street, Suite 301 San Bernardino, California 92401 19. Assignment This Agreement is not assigna le by the Sub-recipient without the express prior written consent of the City,which consent shall be gi en in the City's sole discretion. Any attempt by the Sub-recipient to assign any performance of the term of this Agreement shall be null and void and shall constitute a material breach of this Agreement u on the occurrence of which the City may, among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination (a) This Agreement may be terminated at any time by either Party upon giving thirty(30)day notice in writing to the other Party. 4832-3636-9156.2832-3636-9156.1 6 P?AgendasWgende AtlachmonMAgenda Adachmenls%gnnls-Amend 2009\10-19.09 CBTP sub Recipient Agreemsnl.doc 21. Release Indemnification, and Hold Harmless The Sub-recipient shall defend (if requested by the City), release, indemnify and hold the City, their officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss,liability,claim,or damages that may arise or result from activities of the S -recipient,its officers, agents, and employees and, shall, at its own costs, expense and risk, d9f6nd any and all legal proceedings that may be brought against the City on any claim,deman4e6r alleged liability, and shall satisfy any settlement or judgment that may be rendered agantns y of them arising or resulting from activities of the Sub-recipient hereunder, and shall ass a liability for any and all direct expense incurred in providing/Liability ces pursuant to this Agree ent and shall assume any and all responsibilities for loss or damalting from negligence, ' jury, illness or disease arising out of the provision of services. ity, however, is obli ted to promptly notify the Sub- recipient in writing of any such clailoss or damage. 22. Insurance Requirements The Sub-recipient shall secure and ain throu out the term of the Agreement the following types of insurance with limits as sh A. Statutory Worker's Compen In rance. The Sub-recipient shall require the carriers of this coverage to waive all subrogation against the City,its officers,volunteers, employees,contractors and actors. The Sub-recipient shall maintain all California statutory requirements to a illion Dollars ($1,000,000) limit. B. Comprehensive General anomobile Liability Insurance. The Sub-recipient shall obtain general liability insur n a per occurrence basis with a combined single limit of One Million Dollars($1,0 ),000);and automobile liability insurance for owned,hired and non-owned vehicles on a er occurrence basis with a combined single limit of One Million Dollars ($1,000,000). dditional insured endorsements are required for general and automobile lia/ts cy coverage. Additional ins be listed as: "The City, its officials, attorneys, agents, employees and volunteers" C. Other Require Acceptable Proof of Insurance. i. All ins overage must be maintained throughout the duration of this Agreement. ii. Insurance companies must have an A.M. Best Rating of B+VII or better. iii. Policy deductibles must be stated for each coverage. Deductibles greater than Five Thousand Dollars($5,000) must include a letter of credit. iv. Acceptable Proof of Insurance: 4832-3636-9156.2832-3636-9156.1 7 C Documents and Seltin9stwchenthalo [Settingsffemporery Internet Files%Contem.0utleokl6LJOD67MlO l9-09 CBTP Sub Recipient Agreement.dm a. A Certificate of Insurance listing all coverage, limits, deductibles and insurers; and blanket endorsements for all applicable coverage if agent has authority to issue it; or b. Binders of insurance for all coverage. Agents must confirm that policy endorsements have been ordered from the respective ' urance companies. Upon issuance, policy endorsements and a Corr ponding Certificate of Insurance listing all insurers and coverage mus a submitted to the City. (NOTE: Insurance binders are only valid r thirty(30)days and may need to be reissued if the policy endorsemen are still pending. Binders may be issued for a maximum of three, thirt y 30) day periods.) The Sub-recipient shall furnish certified copies of policies and endorsements to the City, evidencing the insurance coverage above required,f e business days prior to the commencement of performance of services hereunder,which Certi Cates shall provide that such insurance shall not be terminated or expire without thirty(30)day or written notice to the City,and shall maintain such insurance from the time the Sub-recipie t commences performance of services hereunder, until the completion of such services. An i entory of such insurance shall be completed by the Sub-recipient and approved by the City p or to the commencement of performance of services hereunder. All policies, with respect to the ins ance coverage required above, except for the worker's compensation coverage, shall cont n additional insured endorsements naming the City and its officers, agents, e/operty,ees and v unteers as additional name insured, with respect to liabilities arising out of the mance o services hereunder. 23. Conflict of Intere The Sub-recipiengent d employees shall comply with all applicable federal,state,county and City laws anlati s governing conflict of interest. To this end, the Sub-recipient will make available o pr vide copies of all applicable federal, state, county and City laws and regulations govero flict of interest,to its agents and employees. 24. Program Monitori The City will mona Sub-recipient in the performance of this Agreement. The Sub-recipient shall maintain sucerty,personnel,financial and other records and accounts as ar e considered necessary by Caltd the City to assure proper accounting for all Program Funds authorized under this Agree The Sub-recipient shall permit on-site inspection by the City and/or Caltrans representatives, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives,or the effectiveness,legality,and achievements of the Program. All the Sub-recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 4832-3636-9156.2832-3636-9156.1 8 C:o=ments and Settmgskw hanthalocal Seltirgs\Temporary Internet FileslContent.Outlwk\6LJOD870110-19-09 CBTP Sub Reapient Agreement.dw 25. Religious Proselytizing or Political Activities The Sub-recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 26. Audits The Sub-recipient maybe required pursuant to the terms and conditio of the Program Funds to arrange for an independent financial and compliance audit annuall or each fiscal year funds are received under this Agreement. An audit may also be conducte y State or local funding source agencies as part of the City's audit responsibilities. The res of the independent audit must be submitted to the City within thirty (30) days after comple ' n. Within thirty (30) days after the submittal of audit report, the Sub-recipient shall provi a written response to all conditions or findings reported in said audit report. The response st examine each condition or finding and explain a proposed resolution, including a schedul or correcting any deficiency, within six (6) months after receipt of the audit report. The City and the Agency, and their authorized representatives shall,at all times,have access f the purpose of audit or inspection to any and all books, documents,papers, records,property, d premises of the Sub-recipient,whose staff will cooperate fully with authorized auditors en they conduct audits and examinations of the Program. 27. Counterparts This Agreement may be executed i ee(3)counterparts. When executed,each counterpart shall be deemed an original,irrespectiv of date of execution. Said counterparts shall together constitute one and the same Agreement. 28. Severability Each and every section o this Agreement shall be construed as a separate and independent covenant and agreement. f any tern or provision of this Agreement or the application thereof to certain circumstances sh 1 be declared invalid or unenforceable,the remainder of this Agreement, or the application of s ch term or provision to circumstances other than those to which it is declared invalid or un orceable,shall not be affected thereby,and each term and provision of this Agreement shall be lid and enforceable to the fullest extent permitted by law. 29. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 4832-3636-9156.2832-3636-9156.1 9 C ments and Settingskw antha\Lmal Settings\Temporary Intemet Files\Coment.Oalbok\6LJOD87O lO-l9-09 CBTP Sub Reaptent Agreement doc 30. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 31. Compliance with Law The Sub-recipient shall comply with all local,state and federal laws,including,bu t limited to, environmental acts, rules and regulations applicable to the work to be perfo ed by the Sub- recipient under this Agreement. The Sub-recipient shall maintain all ne ssary licenses and registrations for the lawful performance of the work required of the S -recipient under this Agreement. 32. Non-Waiver Failure of either party to enforce any provision of this Agree nt shall not constitute a waiver of the right to compel enforcement of the same provision any remaining provisions of this Agreement. 33. Representations of Persons Executin the A eemen The persons executing this Agreement warrant at they are duly authorized to execute this Agreement on behalf of and bind the respectiv arty that each purports to represent. 34. Press Releases Press or news releases, including photo aphs or public announcements, or confirmation of the same related to the work to be performe by the Sub-recipient under this Agreement shall only be made by the Sub-recipient with the p 'or written consent of the City. 35. Default and Remedies A. Events of Default The occurrence of any f the following shall, after the giving of any notice described therein, constitute a de ult by Sub-recipient hereunder("Event of Default"): i. The failure o ub-recipient to pay or perform any monetary covenant or obligation hereunder o any of the documents executed in connection herewith,without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient); ii. The failure of Sub-recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith,without curing such failure within thirty(30)calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub-recipient)specifying the nature of 4832-3636-9156.2832-3636-9156.1 10 C:OcO urnents and Settingstwchanthatt.O [Settings\Temporary Internet FileslContent.Outlookl6LJOD870t10-19-09 CBTP Sub Recipient Agreement m the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty-day period,it shall be deemed cured if Sub-recipient commences the cure within said thirty-day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary,the herein described notice requirements and cure periods shall not apply to any Event of Default described ' the following sentence. Voluntary cessation of the operation of the Project for a ntinuous period of more than thirty (30) calendar days or the involuntary cessatio f the operation of the Proj ect in accordance with this Agreement for a continuous pe ' d of more than sixty(60) calendar days, unless such cessation is approved, in writin y the City. C. Any failure or delay by a party in asserting any of its r' is or remedies as to any default shall not operate as a waiver of any default or of any ghts or remedies associated with a default. Except with respect to rights and remedi expressly declared to be exclusive in this Agreement,the rights and remedies of the P ies under this Agreement are cumulative and the exercise by either Party of one or more f such rights or remedies shall not preclude the exercise by it, at the same or different ' es, of any other rights or remedies for the same default or any other default by the o er Party. D. The City's Remedies Without any prejudice to the other ghts of the City pursuant to Section 20, upon the occurrence of an Event of Default ereunder,the City, or an agent of the City, may,in its sole discretion,take any one or ore of the following actions: i. By notice to Sub-reci ent declare that the entire unused amount of the Program Funds must be imme lately repaid to the City,and the same shall become due and payable without er demand,protest or further notice of any kind,all of which are expressly waiv d; ii. Subject to any n ecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by s tute, to enforce performance and observance of any obligation, agreement or ovenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith; iii. Cease allowing Sub-recipient access to any Program Funds unless and until the Event of Default(if curable) is cured; iv. Demand reimbursement from the Sub-recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub-recipient; V. Confiscate any material or other work product purchased or produced by the Sub- recipient for the Project; 4832-3636-9156.2832-3636-9156.1 11 C Mocuments and SettingMwchanthalmal SettingsUemporary Intern t Piles\COMent.0 tlookt6LJOD87Ut10-19-09 CBTP Sub Recipient Agreement.aoc vi. Take any and all actions and do any and all things which are allowed,permitted or provided by law,in equity or by statute,to enforce performance and observance of any obligation,agreement or covenant of the Sub-recipient under this Agreement or under any other document executed in connection herewith. E. City Default and Sub-recipient's Remedies Upon fault or failure of the City to meet any of its obl' ti ns under this Agreement without curing such failure within thirty(30)calendar s after receipt of written notice of such failure from Sub-recipient specifying the nature f the event or deficiency giving rise to the default and the action required to cure such ciency,Sub-recipient may,as its sole and exclusive remedies: i. Bring an action in equitable relief s ing the specific performance by the City of the terms and conditions of this A eement or seeking to enjoin any act by the City which is prohibited hereunder; d/or ii. Bring an action for declarato relief seeking judicial determination of the meaning of any provision of this greement. Without limiting the generality of the foregoing, Sub-recipient all in no event be entitled to, and hereby waives, any right to seek indirect or c nsequential damages of any kind or nature from the City arising out of or in co ection with this Agreement, and in connection with such waiver Sub-recipient ' familiar with and hereby waives the provisions of Section 1542 of the Califo a Civil Code which provides as follows: "A GENERAL RELEASE DOES OT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING T RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALL AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 36. Consequential Dama es an imitation of Liability The City and the Sub-reci ent agree that except as otherwise provided in this Section 36, in no event will either be liable o the other under this Agreement for any damages including but not limited to,special damage loss of revenue,loss of profit,operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 36 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub-recipient and the City, their employees or subconsultants. 37. Legal Proceedings Should any legal proceedings be commenced to enforce,enjoin,or collect funds or otherwise affect this agreement between the Parties,it shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City shall be considered as "legal fees"for the purposes of this paragraph. 4832-3636-9156.2832-3636-9156.1 12 C Owuments and SetgngskwchenthalO Settings\Temporary Internet Files\Content.Outlook\6LJOD870k10-1908 CBTP Sub Recipient Agreement.doc 38. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and ", are an integral part of this Agreement and have each been incorporated herein. The A ement shall not become effective until such time as the Sub-recipient has properly filled out d fully executed each Exhibit to this Agreement, as required, and the Interim Executive Di r ctor or his designee has reviewed and approved the form and content of each Exhibit. 39. Entire Agreement This Agreement constitutes the entire agreem t between the Parties. This Agreement supersedes all prior negotiation, discussions and agr ments between the Parties concerning the subject matters covered herein. The Parties int d this Agreement to be the final expression of their agreement with respect to the subjects vered herein and a complete and exclusive statement of such terms. 4832-3636-9156.2832-3636-9156.1 13 C1D.niimts and Settingshvchantha%LO l Settings\Temporary Internet Files lContent.Outlookl6LJOD87N10-19-09 CBTP Sub Recipient Agreement.doc IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of San Bernardino, a c city By: Patrick J. M 's, Mayor Approved as to Form: By: City Attorney UBRECIPIENT Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic By: Emil A. Marzallo, Interim Executive Director Approved as to Form: By: Agency Counsel 4832-3636-9156.2832-3636-9156.1 14 P:WgendasNgenda AHachments\Agenda AttachmentMAgrmts-Amend 2009X10-1409 CUP Sub Recipient Agreementdoc EXHIBIT "A" Scope of Services Sub-recipient shall be responsible for carrying out the following City act' )ties: procurement of services I related to the development of a TOD overlay district and the admini ation of the Grant. The Program shall be carried out in a manner satisfactory to the City and onsistent with this Agreement, any amendments thereto and any standards required as a conditio f providing the Program Funds. i i i i i i i i 4832-3636-9156.2832-3636-9156.1 15 P:tAgandasWgenda AttachmentsVAgenda AttachmenitMgrmta-Amend 200911(19-09 CBTP Sub Recipient Agreement.doc EXHIBIT " Supervisory St f Personnel City Staff: Charles McNeely, City Manager Terri Rahhal, City Planner 4832-3636-9156.2832-3636-9156.1 16 R: pndaslAgenda AdachmentsWgenda Atteohmenls grmbs Amend 2009110.19-09 CBTP Sub Reapient Agreement.doc CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY I FROM: Emil A.Marzullo SUBJECT: Authorization and execution of an agreement Interim Executive Director between the City of San Bernardino ("City") and Caltrans for Community-Based Transportation Planning ("CBTP") Grant DATE: October 12,2009 Program Funds and a Sub-Recipient Agreement between the City and the Redevelopment Agency of the City of San Bernardino("Agency") ------------------------------------------------------------------------------------------------------------------------ --- Synopsis of Previous Commission/Council/Committee Action(s): On October 8,2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development Commission consider this action for approval. Recommended Motion(s): (Mayor and Common Council) Resolution of the Mayor and Common Council of the City of San Bernardino approving certain agreements and authorizing the Mayor to execute(1)an agreement by and between the City and Caltrans for Community-Based Transportation Planning ("CBTP") Grant Program Funds and (2) a Sub-Recipient Agreement by and between the Redevelopment Agency of the City of San Bernardino("Agency")and the City (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency")to execute a Sub-Recipient Agreement by and between the Agency and the City of San Bernardino (Community-Based Transportation Planning Grant Program) Contact Person(s): Brian Turnbull Phone: (909)663-1044 Project Area(s): N/A Ward(s): All Supporting Data Attached: 0 Staff Report H Resolution(s)m Agreement(s)/Contract(s)❑ Map(s)El Letter(s) Funding Requirements: Amount: $ -0- Source: N/A Budget Authority: N/A Signature: 4a Fiscal Review: � Emil A.Marzullo,Interim Ex utive Director Russ DeJesus IV Interim Administrative Services Director Commission/Council Notes: P:UgenduTomm De ComminionTW 20MU0.19-09 CBTP Sub-Recipient Agr mmt SR.doc COMMISSION MEETING AGENDA Meeting Date: 10/19/2009 Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY STAFF REPORT AUTHORIZATION AND EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO ("CITY")AND CALTRANS FOR COMMUNITY-BASED TRANSPORTATION PLANNING ("CBTP") GRANT PROGRAM FUNDS AND A SUB-RECIPIENT AGREEMENT BETWEEN THE CITY AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") BACKGROUND: The City of San Bernardino ("City") has historically been known for its low-density, suburban growth patterns. However, as with many other Southern California communities, it is reexamining this growth model in the wake of concerns about air quality and climate change and the growing demand for walkable, transit-accessible neighborhoods. San Bernardino is at the forefront of this trend, taking advantage of the growing interest in the downtown living environment to draw new public and private investment into its historic core. Downtown San Bernardino is poised to experience a renaissance in the coming decades, as a number of catalytic redevelopment projects and transit improvements are completed. The City is focusing on increasing homeownership opportunities, concentrating employment in downtown, and engaging downtown's ethnically and culturally diverse population. Civic leaders are drawing new investment into the historic core, taking advantage of a resurging interest in walkable communities and the growing "healthy cities" movement in the Inland Empire. Various areas within the City would also provide excellent opportunities for Transit Oriented Development("TOD"). CURRENT ISSUE: The City, in its effort to encourage TOD, must show that it embraces transit-friendly design and has implemented, or will implement, appropriate transit planning guidelines. Currently, the City does not have formal transit-friendly design guidelines or policies. Grant Program funds coordinate transportation and land use planning projects that encourage community involvement and partnership. Projects must support livable/sustainable community concepts, with a transportation or mobility objective and promote community identity and quality of life. The final product delivered under the Grant Program will be a documented plan that can be used by the City to further smart growth and a community's sustainability. In February, 2009, the California Department of Transportation ("CalTrans") made funding available for transportation and land use planning studies under the Community-Based Transportation Planning Grant Program ("Grant Program"). On March 16, 2009, the Mayor and Common Council of the City of San Bernardino approved the submittal of an application for $250,000 in Grant Program Funds. On September 14, 2009, CalTrans notified the City of an award of the Grant Program funds in the amount of $250,000. For the purposes of this grant, the City, as the eligible applicant, is the Grantee for the Grant Program funds. The City will make the funds available for administration and use by the Agency as a sub-recipient of the City under a separate sub-recipient agreement. P:Ngendu\CommD Commission\CDC 2009\M1 CBTP Sub-Recipient Agmemmn SRAoc COMMISSION MEETING AGENDA Meeting Date: 10/19/2009 Aonndn Item Nnm6ar• Economic Development Agency Staff Report CBTP Sub-Recipient Agreement Page 2 TOD can provide unique benefits at the regional and local level. With thorough planning, TOD can promote local businesses and retail, capture the increase in land value that stem from the public investment in new transit routes, and replace costly surface parking and auto-related infrastructure with uses that generate more revenue for local governments and businesses. Generally, TOD can create more desirable communities for people to live and work in. While these benefits are substantial, perhaps the most striking benefit comes at the regional level in the form of more sustainable travel behavior and development patterns. TOD helps generate cost effective usage of public transit. ENVIRONMENTAL IMPACT: This item does not meet the definition of a "project" under Section 15378 of the California Environmental Quality Act(CEQA). FISCAL IMPACT: Authorization and execution of the Agreement between the City and CalTrans will provide the City with $250,000 in Community-Based Transportation Grant Program Funds. The Sub-Recipient Agreement between the City and the Agency will make the funds available for administration and use by the Agency. RECOMMENDATION: That the Mayor and Common Council and the Community Development Commission adopt the attached Resolutions. /a","L I - Emil A.Marzullo,Interim E ecu�ttve Director i s 7 i P:U md.\CommDevCommi.,ionlCDC2009\1619-09CBTPSub-RaipiemAgreementSR.d COMMISSION MEETING AGENDA Meeting Date: 10/19/2009 A---A.U.— XT—h w STATE OF ALWORNIA----8USft4=, TRANSPORTAflON AMIDID nOUSMAOENCV ARNOLD SC'N WAR91' NFGrt7t(' DEPARTMENT OF TRANSPORTATION DIVISION OF TRANSPORTATION PLANNING,MS-32 1120 N STREET P.O.BOX 942874 SACRAM$NTO,CA 94274-0001 Flex your power! PHONE(916)653-1818 Be e.+ergy effidend FAX(916)653-1447 September 14, 2009 Mr. Casey Dailey Assistant to the Mayor City of San Bernardino 300 North D Street San Bernardino, CA 92418 Dear Mr.Dailey: On behalf of the California Department of Transportation(Department),Division of Transportation Planning, I am pleased to offer my congratulations to your agency for the recent award of a Fiscal Year 2009/10 Community-Based Transportation Planning Grant. Project Title: Transit-Oriented Development Overlay District Grant Award: $250,000 Listed below are requirements and/or conditions that Community-Based Transportation Planning Grant fund recipients must fulfill to develop a contract, begin work,and accept grant funding from the Department. Please be advised that a swift response to the requested conditions will expedite the contracting process, effectively increasing the length of the contract. If these tasks are not fulfilled by December 1,2009,the CBTP Grant Program may consider rescinding your project funding. This window of time for project delivery begins at contract execution through February 28, 2012. Funds that are not spent within the project period revert back to the State Highway Account on June 30,2012. You will be contacted shortly by your District Liaison with detailed instructions on the Department's contracting process. Work cannot begin without a signed, executed contract. Program Requirements/Conditions • Please submit a Local Resolution that identifies the project, grant request, and authorizes a representative of the awarded agency to enter into a contract with Caltrans. • Revise the Project Timeline to reflect a realistic start date and the required contract end date of February 29, 2012. The start date must be at least 75 days after you submit all of the required paperwork to District staff. • Add task(s) to reflect the procurement of consultant(s) to the Scope of Work and/or Project Timeline. • Add task(s) to reflect the final product deliverable. "Callrmu Improves mob;lily across California" Mr. Casey Dailey September 14,2009 Page 2 The Department wishes to be an active partner in this project. District staff are a great resource and should be considered when planning both technical advisory and community meetings. In addition, staff will help to ensure that the approved scope of work,project timeline,and project funding will be maintained throughout the duration of the contract. Your agency is encouraged to consider all of the goals of the California Transportation Plan,the Governor's Strategic Growth Plan, regional Blueprint, and regional transportation planning efforts. Please contact Dan Kopulsky,your District Liaison,at(909)383-4557. You will need to provide Dan with all of the required documents identified above,submitted as a package. You can also contact Russ Walker at(916) 651-6886 if you have any general questions about the Community-Based Transportation Planning Grant Program. Sincerely, Tom Neumann, Chief Office of Community Planning c: Dan Kopulsky, Senior Transportation Planner,District 8 Ed PhilooL.Brauch Chief, Office of Community Planning ty of San Bernardino Economic Development Agency "Caltrwis improves mobility across Cahfommia" CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A.Marzullo SUBJECT: Authorization and execution of an agreement Interim Executive Director between the City of San Bernardino ("City") and Caltrans for Community-Based Transportation Planning ("CBTP") Grant DATE: October 12,2009 Program Funds and a Sub-Recipient Agreement between the City and the Redevelopment Agency of the City of San Bernardino("Agency") Svnousis of Previous Commission/Council/Committee Action(s): On October 8,2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that the Mayor and Common Council and the Community Development Commission consider this action for approval. --------------------------------------------------------------------------------------------- Recommended Motion(s): (Mayor and Common Council) Resolution of the Mayor and Common Council of the City of San Bernardino approving certain agreements and authorizing the Mayor to execute(1)an agreement by and between the City and Caltrans for Community-Based Transportation Planning("CBTP") Grant Program Funds and (2) a Sub-Recipient Agreement by and between the Redevelopment Agency of the City of San Bernardino("Agency")and the City (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency")to execute a Sub-Recipient Agreement by and between the Agency and the City of San Bernardino (Community-Based Transportation Planning Grant Program) Contact Person(s): Brian Turnbull Phone: (909)663-1044 Project Area(s): N/A Ward(s): All Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s)❑ Map(s) 0 Letter(s) Funding Requirements: Amount: $ -0- Source: N/A Budget Authority: N/A Signature: aa,�_ Fiscal Review: C �+'� La 4 Emil A.Marzullo,Interim E utive Director Russ DeJesus Interim Administrative Services Director ------------------------------- ------------------------------------ Commission/Council Notes: P:Ngendss\Comm Dev Commission\CDC 209\10.1A CBTP Sub-Raipienc AS.W Skd COMMISSION MEETING AGENDA Meeting Date: 10/19/1009 Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY STAFF REPORT AUTHORIZATION AND EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO ("CITY") AND CALTRANS FOR COMMUNITY-BASED TRANSPORTATION PLANNING ("CBTP") GRANT PROGRAM FUNDS AND A SUB-RECIPIENT AGREEMENT BETWEEN THE CITY AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") BACKGROUND: The City of San Bernardino ("City") has historically been known for its low-density, suburban growth patterns. However, as with many other Southern California communities, it is reexamining this growth model in the wake of concerns about air quality and climate change and the growing demand for walkable, transit-accessible neighborhoods. San Bernardino is at the forefront of this trend, taking advantage of the growing interest in the downtown living environment to draw new public and private investment into its historic core. Downtown San Bernardino is poised to experience a renaissance in the coming decades, as a number of catalytic redevelopment projects and transit improvements are completed. The City is focusing on increasing homeownership opportunities, concentrating employment in downtown, and engaging downtown's ethnically and culturally diverse population. Civic leaders are drawing new investment into the historic core, taking advantage of a resurging interest in walkable communities and the growing "healthy cities" movement in the Inland Empire. Various areas within the City would also provide excellent opportunities for Transit Oriented Development("TOD"). CURRENT ISSUE: The City, in its effort to encourage TOD, must show that it embraces transit-friendly design and has implemented, or will implement, appropriate transit planning guidelines. Currently, the City does not have formal transit-friendly design guidelines or policies. Grant Program funds coordinate transportation and land use planning projects that encourage community involvement and partnership. Projects must support livable/sustainable community concepts, with a transportation or mobility objective and promote community identity and quality of life. The final product delivered under the Grant Program will be a documented plan that can be used by the City to further smart growth and a community's sustainability. In February, 2009, the California Department of Transportation ("CalTrans") made funding available for transportation and land use planning studies under the Community-Based Transportation Planning Grant Program ("Grant Program"). On March 16, 2009, the Mayor and Common Council of the City of San Bernardino approved the submittal of an application for $250,000 in Grant Program Funds. On September 14, 2009, CalTrans notified the City of an award of the Grant Program funds in the amount of $250,000. For the purposes of this grant, the City, as the eligible applicant, is the Grantee for the Grant Program funds. The City will make the funds available for administration and use by the Agency as a sub-recipient of the City under a separate sub-recipient agreement. ------------------ -------------------------------------- ----- ----- PAgaWastCommDe Commission\CDC2009t 10.IM9CBTPSub-BecipientAgeemeMSRdoc COMMISSION MEETING AGENDA Meeting Date: 10/19/2009 Economic Development Agency Staff Report CBTP Sub-Recipient Agreement Page 2 TOD can provide unique benefits at the regional and local level. With thorough planning, TOD can promote local businesses and retail, capture the increase in land value that stem from the public investment in new transit routes, and replace costly surface parking and auto-related infrastructure with uses that generate more revenue for local governments and businesses. Generally, TOD can create more desirable communities for people to live and work in. While these benefits are substantial, perhaps the most striking benefit comes at the regional level in the form of more sustainable travel behavior and development patterns. TOD helps generate cost effective usage of public transit. ENVIRONMENTAL IMPACT: This item does not meet the definition of a "project' under Section 15378 of the California Environmental Quality Act(CEQA). FISCAL IMPACT: Authorization and execution of the Agreement between the City and CalTrans will provide the City with $250,000 in Community-Based Transportation Grant Program Funds. The Sub-Recipient Agreement between the City and the Agency will make the funds available for administration and use by the Agency. RECOMMENDATION: That the Mayor and Common Council and the Community Development Commission adopt the attached Resolutions. .4a,L Emil A. Marzullo,Interim E ecuhve Director PAAgendnTomm De CommiuioMCDC 2009\10-19-00 CBTP Sub.Recipient Agreement SR.doe COMMISSION MEETING AGENDA Meeting Date: 10/19/2009 STATEORCALMORNIA-.-..DNSMS TRANSPORTAnONANI)IIOOSWA'ENCY AR TR')f DEPARTMENT OF TRANSPORTATION DIVISION OF TRANSPORTATION PLANNING,MS-32 1120 N STREET P.O.BOX 942874 SACRAMENTO,CA 94294-0001 Fkxyowpa l PHONE(916)653-1818 Be egrgyeBieieiu! FAX(916)653-1447 September 14,2009 Mr. Casey Dailey Assistant to the Mayor City of San Bernardino 300 North D Street San Bernardino, CA 92418 Dear Mr. Dailey: On behalf of the California Department of Transportation(Department), Division of Transportation Planning, I am pleased to offer my congratulations to your agency for the recent award of a Fiscal Year 2009/10 Community-Based Transportation Planning Grant. Project Title: Transit-Oriented Development Overlay District Grant Award: $250,000 Listed below are requirements and/or conditions that Community-Based Transportation Planning Grant fund recipients must fulfill to develop a contract, begin work, and accept grant funding from the Department. Please be advised that a swift response to the requested conditions will expedite the contracting process, effectively increasing the length of the contract. If these tasks are not fulfilled by December 1, 2009, the CB'1'P Grant Program may consider rescinding your project funding. This window of time for project delivery begins at contract execution through February 28, 2012. Funds that are not spent within the project period revert back to the State Highway Account on June 30, 2012. You will be contacted shortly by your District Liaison with detailed instructions on the Department's contracting process. Work cannot begin without a signed, executed contract. Program Requirements/Conditions • Please submit a Local Resolution that identifies the project, grant request, and authorizes a representative of the awarded agency to enter into a contract with Caltrans. • Revise the Prcjcct Timeline to reflect a realistic start date and the required contract end date of February 29, 2012. The start date must be at least 75 days after you submit all of the required paperwork to District staff. • Add task(s) to reflect the procurement of consultant(s) to the Scope of Work and/or Project Timeline. • Add task(s) to reflect the final product deliverable. "Callrons improsps mobililp acroz Cnlijoma' Mr. Casey Dailey September 14,2009 Page 2 The Department wishes to be an active partner in this project. District staff are a great resource and should be considered when planning both technical advisory and community meetings. in addition, staff will help to ensure that the approved scope of work,project timeline,and project funding will be maintained throughout the duration of the contract. Your agency is encouraged to consider all of the goals of the California Transportation Plan,the Governor's Strategic Growth Plan,regional Blueprint, and regional transportation planning efforts. Please contact Dan Kopulsky,your District Liaison,at(909)383-4557. You will need to provide Dan with all of the required documents identified above, submitted as a package. You can also contact Russ Walker at(916) 651-6886 if you have any general questions about the Community-Based Transportation Planning Grant Program. Sincerely, Tom Neumann, Chief Office of Community Planning c: Dan Kopulsky, Senior Transportation Planner,District 8 Ed P ' JMnQh Chief, Office of Community Planning _ _ I-MUFMILY of San Bernardino Economic Development Agency 'Caltrmays improves niobdiry across C'alifomia" CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE DATE: October 22, 2009 TO: Wasana Chantha, Executive Secretary Economic Development Agency FROM: Margaret Fedor, Executive Assistant to the City Clerk RE: Transmitting Documents for Signature—Resolution No.CDC/2009-62 &2009-342 At the Mayor and Common Council meeting of October 19, 2009, the City of San Bernardino adopted Resolutions: 2009-342 - Resolution of the Mayor and Common Council of the City of San Bernardino approving certain agreements and authorizing the Mayor to execute (1) an agreement by and between the City and Caltrans for Community-Based Transportation Planning ("CBTP') Grant Program Funds and (2) a Sub-Recipient Agreement by and between the Redevelopment Agency of the City of San Bernardino ("Agency') and the City. CDC/2009-62 — Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ('Agency') to execute a Sub-Recipient Agreement by and between the Agency and the City of San Bernardino (Community-Based Transportation Planning Grant Program). Attached are two (2) original agreements and four (4) duplicate originals to be executed. Please obtain signatures in the appropriate locations and return the original agreements to Margaret Fedor in the City Clerk's Office to be filed with the resolutions. Please retain two duplicate agreements for your records and forward the other copies to the appropriate party. Thank you. I hereby acknowledge receipt of the above-mentioned documents: r. Name: 1� PLEASE SIGN AND RETURN Date: V — CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE DATE: October 22, 2009 TO: Wasana Chantha, Executive Secretary Economic Development Agency FROM: Margaret Fedor, Executive Assistant to the City Clerk RE: Transmitting Documents for Signature—Resolutions At the Mayor and Common Council meeting of October 19, 2009, the City of San Bernardino adopted Resolution No. CDC/2009-62. Attached is the original resolution to be signed. Please obtain the signature in the appropriate location and return the resolution to Margaret Fedor in the City Clerk's Office as soon as possible. Thank you. I hereby acknowledge receipt of the above-mentioned document: Name: Date: