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Attachment 2 - Per Capital Program Agreement for $18,778State of California - Natural Resources Agency DEPARTMENT OF PARKS AND RECREATION GRANT CONTRACT 2018 Parks Bond Act Per Capita Grant Program GRANTEE THE PROJECT PERFORMANCE PERIOD is from Grantee The General and Special Provisions attached are made a part of and incorporated into the Contract. By Title Date (Signature of Authorized Representative) By Date STATE OF CALIFORNIA DEPARTMENT OF PARKS AND RECREATION Town of Los Gatos Town of Los Gatos Town Manager The GRANTEE agrees to the terms and conditions of this Contract, and the State of California, acting through its Director of the Department of Parks and Recreation, pursuant to the State of California, agrees to fund the total State grant amount indicated below. The GRANTEE agrees to complete the GRANT SCOPE(s) as defined in the GRANT SCOPE/Cost Estimate Form or acquisition documentation for the application(s) filed with the State of California. PROJECT NO. CERTIFICATION OF FUNDING (For State Use Only) AMOUNT ENCUMBERED BY THIS DOCUMENT CONTRACT NO FUND. PRIOR AMOUNT ENCUMBERED FOR THIS CONTRACT FISCAL SUPPLIER I.D. TOTAL AMOUNT ENCUMBERED TO DATE $ ITEM CHAPTER STATUTE FISCAL YEAR Reporting Structured.Account/Alt Account. ACTIVITY CODE PROJECT / WORK PHASE 2021/22 C9802337 3790-101-6088 23 69803 Drought, Water, Cln Air, Cstl Protc, Outdoor Fund 37900091 5432000-5432000000 $18,778.00 0000013285 19 AMENDMENT NO $18,778.00 CONTRACT PERFORMANCE PERIOD is from July 01, 2018 through June 30, 2038 July 01, 2018 through June 30, 2024 18-43-015 ATTACHMENT 2 1 I.RECITALS This CONTRACT is entered into between the California Department of Parks and Recreation (hereinafter referred to as “GRANTOR,” “DEPARTMENT” or “STATE”) and Town of Los Gatos (hereinafter referred to as “GRANTEE”). The DEPARTMENT hereby grants to GRANTEE a sum (also referred to as “GRANT MONIES”) not to exceed _$18,778___, subject to the terms and conditions of this AGREEMENT and the 2019/20 California State Budget, Chapter 23, statutes of 2019, Item number – 3790-101-6088 (appropriation chapter and budget item number hereinafter referred to as “PER CAPITA GRANT”). These funds shall be used for completion of the GRANT SCOPE(S). The Grant Performance Period is from _July 01, 2018_ to _June 30, 2024_. II.GENERAL PROVISIONS A.Definitions As used in this CONTRACT, the following words shall have the following meanings: 1.The term “ACT” means the California Drought, Water, Parks Climate, CoastalProtection, and Outdoor Access for All Act of 2018, as referred to in section I of this CONTRACT. 2.The term “APPLICATION” means the individual project APPLICATION packet for aproject pursuant to the enabling legislation and/or grant program process guiderequirements. 3.The term “DEPARTMENT” or “STATE” means the California Department of Parksand Recreation. 4.The term “DEVELOPMENT” means capital improvements to real property by means of, but not limited to, construction, expansion, and/or renovation, ofpermanent or fixed features of the property. 5.The term “GRANTEE” means the party described as the GRANTEE in Section I ofthis CONTRACT. 6.The term “GRANT SCOPE” means the items listed in the GRANT SCOPE/CostEstimate Form or acquisition documentation found in each of theAPPLICATIONS submitted pursuant to this grant. 7.The term “PROCEDURAL GUIDE” means the document identified as the“Procedural Guide for California Drought, Water, Parks, Climate, CoastalProtection, and Outdoor Access For All Act of 2018 Per Capita Program.” The 2 PROCEDURAL GUIDE provides the procedures and policies controlling the administration of the grant. B.Project Execution 1.Subject to the availability of GRANT MONIES, the STATE hereby grants to theGRANTEE a sum of money not to exceed the amount stated in Section I of thisCONTRACT, in consideration of, and on condition that, the sum be expended in carrying out the purposes as set forth in the scope described in the enablinglegislation and referenced in the APPLICATION, Section I of this CONTRACT, andunder the terms and conditions set forth in this CONTRACT. The GRANTEE shall assume any obligation to furnish any additional funds thatmay be necessary to complete the GRANT SCOPE(S). The GRANTEE agrees to submit any change or alteration from the original GRANTSCOPE(S) in writing to the STATE for prior approval. This applies to any and allchanges that occur after STATE has approved the APPLICATION. Changes in theGRANT SCOPE(S) must be approved in writing by the STATE. 2.The GRANTEE shall complete the GRANT SCOPE(S) in accordance with the time of the Performance Period set forth in Section I of this CONTRACT, and under theterms and conditions of this CONTRACT. 3.The GRANTEE shall comply with the California Environmental Quality Act (PublicResources Code, Section 21000, et seq., Title 14, California Code of Regulations,Section 15000 et seq.). 4.The GRANTEE shall comply with all applicable current laws and regulationsaffecting DEVELOPMENT projects, including, but not limited to, legal requirementsfor construction contracts, building codes, health and safety codes, and laws andcodes pertaining to individuals with disabilities, including but not limited to theAmericans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and the California Unruh Act (California Civil Code §51 et seq.). C.Project Costs 1.GRANTEE agrees to abide by the PROCEDURAL GUIDE. 2.GRANTEE acknowledges that STATE may make reasonable changes to its procedures as set forth in the PROCEDURAL GUIDE. If STATE makes anychanges to its procedures and guidelines, STATE agrees to notify GRANTEEwithin a reasonable time. D.Project Administration 1.If GRANT MONIES are advanced for DEVELOPMENT projects, the advancedfunds shall be placed in an interest bearing account until expended. Interestearned on the advanced funds shall be used on the project as approved by theSTATE. If grant monies are advanced and not expended, the unused portion of the 3 grant and any interest earned shall be returned to the STATE within 60 days after project completion or end of the Grant Performance Period, whichever is earlier. 2.The GRANTEE shall submit written project status reports within 30 calendar days after the STATE has made such a request. In any event, the GRANTEE shallprovide the STATE a report showing total final project expenditures within 60 daysof project completion or the end of the grant performance period, whichever isearlier. The Grant Performance Period is identified in Section I of this CONTRACT. 3.The GRANTEE shall make property or facilities acquired and/or developed pursuant to this contract available for inspection upon request by the STATE. E.Project Termination 1.Project Termination refers to the non-completion of a GRANT SCOPE. Anygrant funds that have not been expended by the GRANTEE shall revert to theSTATE. 2.The GRANTEE may unilaterally rescind this CONTRACT at any time prior to thecommencement of the project. The commencement of the project means the dateof the letter notifying GRANTEE of the award or when the funds are appropriated,whichever is later. After project commencement, this CONTRACT may berescinded, modified or amended only by mutual agreement in writing between the GRANTEE and the STATE, unless the provisions of this CONTRACT provide thatmutual agreement is not required. 3.Failure by the GRANTEE to comply with the terms of the (a) PROCEDURALGUIDE, (b) any legislation applicable to the ACT, (c) this CONTRACT as well asany other grant contracts, specified or general, that GRANTEE has entered into with STATE, may be cause for suspension of all obligations of the STATE unlessthe STATE determines that such failure was due to no fault of the GRANTEE. Insuch case, STATE may reimburse GRANTEE for eligible costs properly incurred inperformance of this CONTRACT despite non-performance of the GRANTEE. Toqualify for such reimbursement, GRANTEE agrees to mitigate its losses to the best of its ability. 4.Any breach of any term, provision, obligation or requirement of this CONTRACT bythe GRANTEE shall be a default of this CONTRACT. In the case of any default byGRANTEE, STATE shall be entitled to all remedies available under law and equity,including but not limited to: a) Specific Performance; b) Return of all GRANT MONIES; c) Payment to the STATE of the fair market value of the project propertyor the actual sales price, whichever is higher; and d) Payment to the STATE of thecosts of enforcement of this CONTRACT, including but not limited to court andarbitration costs, fees, expenses of litigation, and reasonable attorney fees. 5.The GRANTEE and the STATE agree that if the GRANT SCOPE includes DEVELOPMENT, final payment may not be made until the work described in theGRANT SCOPE is complete and the GRANT PROJECT is open to the public. F.Budget Contingency Clause 4 If funding for any fiscal year is reduced or deleted by the budget act for purposes of this program, the STATE shall have the option to either cancel this contract with no liability occurring to the STATE, or offer a CONTRACT amendment to GRANTEE to reflect the reduced grant amount. This Paragraph shall not require the mutual agreement as addressed in Paragraph E, provision 2, of this CONTRACT. G. Hold Harmless 1. The GRANTEE shall waive all claims and recourse against the STATE including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this CONTRACT except claims arising from the concurrent or sole negligence of the STATE, its officers, agents, and employees. 2. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, damages, costs, expenses or liability costs arising out of the ACQUISITION, DEVELOPMENT, construction, operation or maintenance of the property described as the project which claims, demands or causes of action arise under California Government Code Section 895.2 or otherwise except for liability arising out of the concurrent or sole negligence of the STATE, its officers, agents, or employees. 3. The GRANTEE agrees that in the event the STATE is named as codefendant under the provisions of California Government Code Section 895 et seq., the GRANTEE shall notify the STATE of such fact and shall represent the STATE in the legal action unless the STATE undertakes to represent itself as codefendant in such legal action in which event the GRANTEE agrees to pay the STATE’s litigation costs, expenses, and reasonable attorney fees. 4. The GRANTEE and the STATE agree that in the event of judgment entered against the STATE and the GRANTEE because of the concurrent negligence of the STATE and the GRANTEE, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment. 5. The GRANTEE shall indemnify, hold harmless and defend the STATE, its officers, agents and employees against any and all claims, demands, costs, expenses or liability costs arising out of legal actions pursuant to items to which the GRANTEE has certified. The GRANTEE acknowledges that it is solely responsible for compliance with items to which it has certified. H. Financial Records 1. The GRANTEE shall maintain satisfactory financial accounts, documents, including loan documents, and all other records for the project and to make them available to the STATE for auditing at reasonable times. The GRANTEE also agrees to retain such financial accounts, documents and records for five years following project 5 termination or issuance of final payment, whichever is later. 2. The GRANTEE shall keep such records as the STATE shall prescribe, including records which fully disclose (a) the disposition of the proceeds of STATE funding assistance, (b) the total cost of the project in connection with such assistance that is given or used, (c) the amount and nature of that portion of the project cost supplied by other sources, and (d) any other such records that will facilitate an effective audit. 3. The GRANTEE agrees that the STATE shall have the right to inspect and make copies of any books, records or reports pertaining to this contract or matters related thereto during regular office hours. The GRANTEE shall maintain and make available for inspection by the STATE accurate records of all of its costs, disbursements and receipts with respect to its activities under this contract. Such accounts, documents, and records shall be retained by the GRANTEE for at least five years following project termination or issuance of final payment, whichever is later. 4. The GRANTEE shall use a generally accepted accounting system. I. Use of Facilities 1. The GRANTEE agrees that the GRANTEE shall operate and maintain the property acquired or developed with the GRANT MONIES, for the duration of the Contract Performance Period. 2. The GRANTEE agrees that, during the Contract Performance Period, the GRANTEE shall use the property acquired or developed with GRANT MONIES under this contract only for the purposes of this grant and no other use, sale, or other disposition or change of the use of the property to one not consistent with its purpose shall be permitted except as authorized by the STATE and the property shall be replaced with property of equivalent value and usefulness as determined by the STATE. 3. The property acquired or developed may be transferred to another entity if the successor entity assumes the obligations imposed under this CONTRACT and with the approval of STATE. 4. Any real Property (including any portion of it or any interest in it) may not be used as security for any debt or mitigation, without the written approval of the STATE provided that such approval shall not be unreasonably withheld as long as the purposes for which the Grant was awarded are maintained. Any such permission that is granted does not make the STATE a guarantor or a surety for any debt or mitigation, nor does it waive the STATE’S rights to enforce performance under the Grant CONTRACT. 6 5.All real property, or rights thereto, acquired with GRANT MONIES shall be subjectto an appropriate form of restrictive title, rights, or covenants approved by theSTATE. If the project property is taken by use of eminent domain, GRANTEE shall reimburse STATE an amount at least equal to the amount of GRANTMONIES received from STATE or the pro-rated full market value of the realproperty, including improvements, at the time of sale, whichever is higher. 6.If eminent domain proceedings are initiated against GRANTEE, GRANTEE shall notify STATE within 10 days of receiving the complaint. J.Nondiscrimination 1.The GRANTEE shall not discriminate against any person on the basis of sex, race, color, national origin, age, religion, ancestry, sexual orientation, or disabilityin the use of any property or facility developed pursuant to this contract. 2.The GRANTEE shall not discriminate against any person on the basis ofresidence except to the extent that reasonable differences in admission or otherfees may be maintained on the basis of residence and pursuant to law. 3.All facilities shall be open to members of the public generally, except as notedunder the special provisions of this project contract or under provisions of theenabling legislation and/or grant program. K.Severability If any provision of this CONTRACT or the application thereof is held invalid, that invalidity shall not affect other provisions or applications of the CONTRACT which canbe given effect without the invalid provision or application, and to this end theprovisions of this CONTRACT are severable. L. Liability 1.STATE assumes no responsibility for assuring the safety or standards ofconstruction, site improvements or programs related to the GRANT SCOPE.The STATE’S rights under this CONTRACT to review, inspect and approve the GRANT SCOPE and any final plans of implementation shall not give riseto any warranty or representation that the GRANT SCOPE and any plans orimprovements are free from hazards or defects. 2.GRANTEE will secure adequate liability insurance, performance bond, and/or other security necessary to protect the GRANTEE’s and STATE’S interest against poor workmanship, fraud, or other potential loss associatedwith completion of the grant project. M. Assignability 7 Without the written consent of the STATE, the GRANTEE’S interest in and responsibilities under this CONTRACT shall not be assignable by the GRANTEE either in whole or in part. N. Use of Grant Monies GRANTEE shall not use any grant funds (including any portion thereof) for thepurpose of making any leverage loan, pledge, promissory note or similar financial device or transaction, without: 1) the prior written approval of the STATE; and 2)any financial or legal interests created by any such leverage loan, pledge,promissory note or similar financial device or transaction in the project propertyshall be completely subordinated to this CONTRACT through a SubordinationAgreement provided and approved by the STATE, signed by all parties involved in the transaction, and recorded in the County Records against the fee title of theproject property. O. Section Headings The headings and captions of the various sections of this CONTRACT have beeninserted only for the purpose of convenience and are not a part of this CONTRACTand shall not be deemed in any manner to modify, explain, or restrict any of theprovisions of this CONTRACT. P. Waiver Any failure by a party to enforce its rights under this CONTRACT, in the event of abreach, shall not be construed as a waiver of said rights; and the waiver of anybreach under this CONTRACT shall not be construed as a waiver of any subsequent breach. Town of Los Gatos (GRANTEE): STATE OF CALIFORNIADEPARTMENT OF PARKS AND RECREATION _____________________________________ __________________________________ By: Laurel Prevetti, Town Manager By: Date: ___________________ Date: ___________________ Approved as to Form: ______________________________________ Robert Schultz, Town Attorney Date: ___________________ Attest: ______________________________________ Shelley Neis, MMC, CPMC, Town Clerk Date: ___________________