The URL can be used to link to this page

Home My WebLink About11.17.21 Staff Report NOTICE AND CALL OF A SPECIAL MEETING OF THE CITY COUNCIL TO THE MEMBERS OF THE AFOREMENTIONED AGENCIES AND THE CITY CLERK OF THE CITY OF BALDWIN PARK NOTICE IS HEREBY GIVEN that a Special Meeting is hereby called to be held on WEDNESDAY, November 17, 2021 at 5:00 PM. Said Special Meeting shall be for the purpose of conducting business in accordance with the attached Agenda. NO OTHER BUSINESS WILL BE DISCUSSED THE COUNCIL CHAMBER WILL BE OPEN TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS. Posted: November 10, 2021. Emmanuel J. Estrada Mayor AFFIDAVIT OF POSTING I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting of November 17, 2021. Marlen Garcia, City Clerk AGENDA BALDWIN PARKCITY COUNCIL SPECIAL MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 November 17, 2021 5:00 PM THE COUNCIL CHAMBER WILL BE OPEN TO THE PUBLIC ON A FIRST COME, FIRST SERVE BASIS, WITH LIMITED SEATING CAPACITY IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS Audio Streaming will be available at: https://www.youtube.com/channel/UCFLZ0_dDFRjy59rhiDZ13Fg/featured?view_as=subscriber http://baldwinpark.granicus.com/ViewPublisher.php?view_id=10 Audio Streaming Simultaneously in Spanish will be available at: https://www.youtube.com/channel/UC3bPFBIHcoPIks1XqetmGcA Emmanuel J. Estrada - Mayor Alejandra Avila - Mayor Pro Tem Daniel Damian - Council Member Monica Garcia - Council Member Paul C. Hernandez - Council Member PLEASE TURN OFF ALL ELECTRONIC DEVICES PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda. In accordance with Chapter 39 of the Baldwin Park Municipal Code, Speakers must address the Council as a whole and refrain from making impertinent, slanderous, or profane remarks or disrupt the peace of the meeting. COMENTARIOS DEL PUBLICO Se invita al público a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda. De acuerdo con el capítulo 39 del Código Municipal de la Ciudad de Baldwin Park, los comentaros deben se dirigidos al Concilio como una sola entidad, y no ser impertinentes, difamatorios, o profanos, o interrumpir la paz de la reunión. CALL TO ORDER: ROLL CALL: Council Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Mayor Pro Tem Alejandra Avila, and Mayor Emmanuel J. Estrada PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos será el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar acción en algún asunto a menos que sea incluido en la agenda, o a menos que exista algúna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciónes o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideración en juntas proximas. [Codigo de Gobierno §54954.2] If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 5:00 PM to 6:00 PM on November 17, 2021 to comments@baldwinpark.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, or sign, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. OPEN SESSION/STUDY SESSION • Cesar Chavez Foundation - Affordable Family Housing Presentation Presented by Ben Martinez, Director of Community Development • Rent Stabilization Ordinance Amendment Presentation Presented by Robert Tafoya, City Attorney RECESS TO CLOSED SESSION 1. Conference with Labor Negotiators Pursuant to Government Code Section 54957.6: Agency Designated Representative: Rebecca T. Green, Richards Watson Gershon, Enrique C. Zaldivar, Chief Executive Officer, and Laura Thomas, Human Resources/Risk Manager Employee Organizations: Baldwin Park City Employees Association (CEA) Baldwin Park Classified Confidential Employees Association (CCEA) CITY COUNCIL SPECIAL MEETING – 5:00 P.M. Baldwin Park Classified Management Employees Association (CMEA) Baldwin Park Police Management Employees Association (PMEA) Baldwin Park Police Association (POA) Service Employee International Union (SEIU) 2. Conference With Legal Counsel—Existing Litigation Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9: Case Name: City of Baldwin Park v. City of Irwindale, et al Case No. BS163400 Los Angeles County Superior Court Case Case Name: Tuan Le v. City of Baldwin Park Case No. 21STCV34473 3. Conference With Legal Counsel—Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: Potential Case(s): Two (2) RECONVENE IN OPEN SESSION REPORT FROM CLOSED SESSION ADJOURNMENT CERTIFICATION I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby that, certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting of November 17, 2021. Marlen Garcia City Clerk For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or e- mail lmorales@baldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) AGENDA BALDWIN PARK CITY COUNCIL REGULAR MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 November 17, 2021 7:00 PM THE COUNCIL CHAMBER WILL BE OPEN TO THE PUBLIC ON A FIRST COME, FIRST SERVE BASIS, WITH LIMITED SEATING CAPACITY IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS Audio Streaming will be available at: https://www.youtube.com/channel/UCFLZ0_dDFRjy59rhiDZ13Fg/featured?view_as=subscriber http://baldwinpark.granicus.com/ViewPublisher.php?view_id=10 Audio Streaming Simultaneously in Spanish will be available at: https://www.youtube.com/channel/UC3bPFBIHcoPIks1XqetmGcA Emmanuel J. Estrada - Mayor Alejandra Avila - Mayor Pro Tem Daniel Damian - Council Member Monica Garcia - Council Member Paul C. Hernandez - Council Member PLEASE TURN OFF ALL ELECTRONIC DEVICES DURING THE MEETING. PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. In accordance with Chapter 39 of the Baldwin Park Municipal Code, Speakers must address the Council as a whole and refrain from making impertinent, slanderous, or profane remarks or disrupt the peace of the meeting. COMENTARIOS DEL PÚBLICO Se invita al público a dirigirse al Concilio o cualquier otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que esté bajo su jurisdicción. De acuerdo con el capítulo 39 del Código Municipal de la Ciudad de Baldwin Park, los comentaros deben se dirigidos al Concilio como una sola entidad, y no ser impertinentes, difamatorios, o profanos, o interrumpir la paz de la reunión. City Council Agenda Page 2 CITY COUNCIL REGULAR MEETING – 7:00 PM CALL TO ORDER INVOCATION PLEDGE OF ALLEGIANCE ROLL CALL Council Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Mayor Pro Tem Alejandra Avila, and Mayor Emmanuel J. Estrada REPORT FROM CLOSED SESSION ANNOUNCEMENTS The City Council are also members of the Board of Directors of the Housing Authority, and Finance Authority, which are concurrently convening with the City Council this evening and each Council Member is paid an additional stipend of $30 for attending the Housing Authority meeting and $50 for attending the Finance Authority meeting. PROCLAMATIONS, COMMENDATIONS & PRESENTATIONS PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos será el límite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar acción en algún asunto a menos que sea incluido en la agenda, o a menos que exista algúna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciónes o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideración en juntas proximas. [Codigo de Gobierno §54954.2] If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on November 17, 2021 to comments@baldwinpark.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, or sign, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. City Council Agenda Page 3 CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. 1. City of Baldwin Park’s Warrants and Demands Staff recommends that the City Council ratify the attached Warrants and Demands Register. 2. Treasurer’s Report – September 2021 Staff recommends that the City Council ratify the attached Warrants and Demands Register. 3. Purchase Agreement with Rosemead Properties, Inc. and Adopt Resolution No. 2021-033 of the City Council of the City Baldwin Park Determining that the Public Interest and Necessity Require the Acquisition of Certain Land and Directing the filing of Eminent Domain Proceedings on Certain Property 3301 Patritti Avenue (APN 8550-004-001) Staff recommends that the City Council: 1. Approve the Purchase and Sale Agreement with Rosemead Properties, Inc. for 3301 Patritti Avenue (APN 8550-004-001); and 2. Approve and Adopt Resolution 2021-033 of the City of Baldwin Park Determining that the Public Interests and Necessity Require the Acquisition of Certain Land and Directing the Filing of Eminent Domain Proceedings on Certain Property 3301 Patritti Avenue (APN 8550-004-001); and 3. Authorize Chief Executive Officer to Execute Agreement and any further documents to complete the acquisition of the property; and 4. Authorize Finance Director to appropriate funds and complete transaction according to the Agreement. 4. State of California-Funding Available for Open/Civic Space Project in the City of Baldwin Park and Amend Resolution Approving the Application for Specified Grant Funds for the Zocalo/Civic Plaza Project Staff recommends that the City Council: 1. Rescind previously approved Resolution 2021-027; and 2. Adopt Resolution No. 2021-034 entitled, “A Resolution of the City Council of the City of Baldwin Park approving the application for Specified Grant Funds for the Zocalo/Civic Plaza Project”; and 3. Authorize the Chief Executive Officer (CEO) to negotiate and enter into a contract with the State Department of Parks and Recreation (California State Parks) to receive the $6,000,000 available in the FY 21/22 State Budget, and expend according to such contract, to create an open/civic space in an urban setting, the Civic Plaza Project known as the “Zocalo”; and 4. Authorize the CEO to execute any further documents to receive the funds. 5. Approve a Proposal from The [RE]DESIGN Group for Purchase of Dell Datacenter Hardware Replacement and Software Staff recommends that the City Council: 1. Approve the proposal from THE [RE]DESIGN GROUP in the amount of $200,119.56 and authorize the Chief Executive Officer to purchase the replacement datacenter hardware and software; and 2. Authorize the Director of Finance to make the necessary budget adjustment. City Council Agenda Page 4 6. Second Reading of Ordinance No. 1464 Entitled: “An Ordinance of the City Council of the City of Baldwin Park, California, Amending the Baldwin Park Municipal Code, Title XV, Land Usage, Chapter 153, Zoning Code, Sections 153.040.070, 153.070.020, 153.120.350 and 153.120.370 Relating to Accessory Dwelling Units and Section 153.150.100 Relating to Tandem Parking” Staff recommends that the City Council waive second reading and adopt Ordinance No. 1464, entitled: “An Ordinance of the City Council of the City of Baldwin Park, California, Amending the Baldwin Park Municipal Code, Title XV, Land Usage, Chapter 153, Zoning Code, Sections 153.040.070, 153.070.020, 153.120.350 and 153.120.370 Relating to Accessory Dwelling Units and Section 153.150.100 Relating to Tandem Parking”. 7. Approving an Implementation Agreement with the San Gabriel Valley Habitat for Humanity, Inc., nonprofit for the purpose of developing 12-units of Affordable Homeownership for Low -income Families at 12779 Torch Street Staff is recommending that the City Council: 1. Approve the attached Implementation Agreement; and 2. Authorize the Chief Executive Officer to execute the Implementation Agreement; and 3. Authorize the Chief Executive Officer and the City Attorney to carry out all subsequent and needed actions to complete the development of the property. 8. Approval of Community Development Block Grant-COVID (CDBG-CV) Public Service Grant Agreement for a Legal Services Program to Assist Residential Tenants and Landlords Staff recommends that the City Council: 1. Enter into a CDBG-CV public service grant agreement in the amount of $50,000 with NLSLA to provide Baldwin Park tenants and landlords with legal services regarding evictions and rent control brought on by COVID-19; and 2. Authorize the City Attorney to make any required conforming revisions to the grant agreement as required by the Department of Housing and Urban Development and direct the Chief Executive Officer to execute a CDBG-CV public service grant agreement. CITY COUNCIL ACTING AS SUCCESSOR AGENCY OF THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. SA-1 Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park Treasurer’s Report – September 2021 Staff recommends that the Board receive and file the Treasurer’s Report for July 2021. SA-2 Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park Warrants and Demands Staff recommends that the Board ratify the attached Warrants and Demands Register. City Council Agenda Page 5 REPORTS OF OFFICERS 9. Consideration of Amendment to the Rent Stabilization Ordinance of the City of Baldwin Park to Clarify Certain Provisions Staff recommends that the City Council introduce for first reading, by title only, Ordinance 1466 entitled: “An Ordinance of the City Council of the City of Baldwin Park, California, Amending Chapter 11, Section 129 to the Baldwin Park Municipal Code Prohibiting Residential Real Property and Mobile Home Space Rental Rate Increases that Exceed Three Percent (3%) Annually, or Eighty Percent (80%) of the Change in Consumer Price Index, whichever is Less, within the City”, and direct staff to bring back for second reading and adoption at the next regularly scheduled City Council Meeting. CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS & COMMUNICATION • Mayor Estrada requests City Council discussion to increase tree canopy in the city. ADJOURNMENT CERTIFICATION I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby certify that, under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 10th day of November, 2021. Marlen Garcia City Clerk For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at lmorales@baldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) STAFF REPORT ITEM NO. ________1_________ TO: Honorable Mayor and Members of the City Council FROM: Rose Tam, Director of Finance DATE: November 17, 2021 SUBJECT: City of Baldwin Park’s Warrants and Demands SUMMARY Attached is the Warrants and Demands Register for the City of Baldwin Park to be ratified by the City Council. RECOMMENDATION Staff recommends that the City Council ratify the attached Warrants and Demands Register. FISCAL IMPACT The payroll for the last period was $446,454.50 and the attached General Warrants Register was $1,393,007.49 for a total amount of $1,839,461.99. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous City Council meeting and the following is a summary of the payment released: 1. The last payroll of the City of Baldwin Park consists of check numbers 201220 to 201229 Additionally, Automated Clearing House (ACH) Payroll deposits were made on behalf of City Employees from control number 29594 to 29828 for the period October 17, 2021 through October 30, 2021, inclusive; these are presented and hereby ratified in the amount of $446,454.50. 2. General Warrants, with the bank drafts in the amount of $414,367.74 and checks from 234214 to 234374 in the amount of $978,639.75 for the period of October 21, 2021 to November 3, 2021, inclusive; in the total amount of $1,393,007.49 constituting of claims and demands against the City of Baldwin Park, are herewith presented to the City Council as required by law, and the same hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Check Register STAFF REPORT ITEM NO. ________2_________ TO: Honorable Mayor and Members of the City Council FROM: Rose Tam, Director of Finance DATE: November 17, 2021 SUBJECT: Treasurer’s Report – September 2021 SUMMARY Attached is the Treasurer’s Report for the month of September 2021. The Treasurer’s Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City’s Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that Council receive and file the Treasurer’s Report for September 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer’s Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit “A”, Treasurer’s Report ITEM NO. 3 STAFF REPORT TO: Honorable Mayor and Members of the City Council FROM: Manuel Carrillo Jr., Director of Recreation & Community Services DATE: November 17, 2021 SUBJECT: Purchase Agreement with Rosemead Properties, Inc. and Adopt Resolution No. 2021-033 of the City Council of the City of Baldwin Park Determining that the Public Interest and Necessity Require the Acquisition of Certain Land and Directing the Filing of Eminent Domain Proceedings on Certain Property 3301 Patritti Avenue (APN 8550-004-001) SUMMARY The purpose of this staff report is for the City Council to consider approval of a Purchase Agreement with Rosemead Properties, Inc. and Adopt Resolution No. 2021-033 of the City of Baldwin Park Determining that the Public Interests and Necessity Require the Acquisition of Certain Land and Directing the Filing of Eminent Domain Proceedings on Certain Property 3301 Patritti Avenue (APN 8550-004-001). The property owner has indicated that the City would need to eminent domain the property in order to acquire the land. Accordingly, the City will be moving forward with eminent domain proceedings, if approved by the City Council. Proceedings for eminent domain for the acquisition of this property may be simplified as this transaction has progressed in good faith. RECOMMENDATION Staff recommends that the City Council: 1) Approve the Purchase and Sale Agreement with Rosemead Properties, Inc. for 3301 Patritti Avenue (APN 8550-004-001); and 2) Approve and Adopt Resolution No. 2021-033 of the City of Baldwin Park Determining that the Public Interests and Necessity Require the Acquisition of Certain Land and Directing the Filing of Eminent Domain Proceedings on Certain Property 3301 Patritti Avenue (APN 8550-004-001); and 3) Authorize Chief Executive Officer to Execute Agreement and any further documents to complete the acquisition of the property; and 4) Authorize Finance Director to appropriate funds and complete transaction according to the Agreement. FISCAL IMPACT There is no fiscal impact to the General Fund. The total fiscal impact to fund 234 (Quimby Funds) is $246,643.61, which includes the following fees: realtor, recording, insurance, tittle, appraisal, and any other associated fees in connection with the purchase of the property. BACKGROUND At their August 4, 2021 Special City Council Meeting, City Council considered acquisition of the 3301 Patritti Avenue (APN 8550-004-001). Staff was directed to move forward with the acquisition of said property. The acquisition of the 7965 SF lot will expand Barnes Park and create usable open park space. Proposed amenities include a futsal court, expansion of walking trail and inclusive playground. ALTERNATIVES The alternative would be that the City Council may choose not to approve the Agreement. LEGAL REVIEW The report has been reviewed and approved by the City Attorney as to legal form. ATTACHMENTS 1. Resolution No. 2021-033 2. Purchase and Sales Agreement RESOLUTION NO. 2021-033 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DETERMINING THAT THE PUBLIC INTEREST AND NECESSITY REQUIRE THE ACQUISITION OF CERTAIN LAND AND DIRECTING THE FILING OF EMINENT DOMAIN PROCEEDINGS ON CERTAIN PROPERTY 3301 PATRITTI AVENUE (APN 8550-004-001) WHEREAS, the City Council of the City of Baldwin Park is vested with the power of eminent domain to acquire real property by virtue of Article 1, Section 19 of the Constitution of the State of California, Section 37350.5 of the Government Code of the State of California, and Sections 1240.010 and 1240.110 of the Code of Civil Procedure of the State of California; and WHEREAS, it is desirable and necessary for the City of Baldwin Park to acquire certain real property, as more particularly described in Exhibit A, for the purpose of public park development in the City of Baldwin Park, County of Los Angeles, State of California; and WHEREAS, pursuant to the provisions of Section 1245.235 of the Code of Civil Procedure, written notice has been duly given to all persons whose property is proposed to be acquired by eminent domain and whose names and addresses appear on the last County of Los Angeles equalized assessment roll, all of whom have been given a reasonable opportunity to appear and be heard before the City Council of the City of Baldwin Park on the following matters: a) Whether the public interest and necessity require the project; b) Whether the project is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; c) Whether the property sought to be acquired is necessary for the project; d) Whether the offer required by Section 7267.2 of the Government Code has been made to the owners of record; and WHEREAS, the City Council has considered the information contained in the staff report dated November 17, 2021, for this item and all other information provided at the City Council meeting. NOW, THEREFORE, the City Council of the City of Baldwin Park, pursuant to Sections 1240.030 and 1245.230 of the Code of Civil Procedure of the State of California, by at least a two-thirds vote, resolves and determines as follows: SECTION 1. Based upon the evidence presented, the City Council of the City of Baldwin Park finds and determines each of the following: (a) The property to be acquired is described in Exhibit A attached to and made a part of this resolution; (b) The property is to be acquired for public use, as it will be used to public park development. The acquisition is made pursuant to the authority granted by Government Code Sections 37350.5, 40401, 40404, and Part 3, Title 7 of the Code of Civil Procedure; (c) The public interest and necessity require the project, which is to improve public health, safety and welfare by constructing public parking in the City of Baldwin Park, County of Alameda, State of California; (d) The proposed project is planned and located in the manner that will be most compatible with the greatest public good and the least private injury in that the project as planned will add badly needed public park development; (e) The property described in Exhibit A is being acquired in fee, and is necessary for the proposed project; (f) The offer required by Government Code Section 7267.2 was made to the owners of record of the real property in writing in or about October 2021; and (g) Pursuant to Section 15168(c)(2) of the CEQA Guidelines, an Environmental Compliance Checklist (“Checklist”) was prepared to examine the environmental effects of the Project. The Checklist found that the proposed Project would not result in new or substantially more severe significant environmental effects than what was analyzed in the General Plan EIR and DCP Supplemental EIR. Therefore, no further environmental review is necessary. SECTION 2. The City Attorney of the City of Baldwin Park or his duly authorized designee is hereby authorized and directed to institute and conduct to conclusion an action in eminent domain for the acquisition of the estates and interests of said property and to take such action as he may deem advisable or necessary in connection therewith. An order for prejudgment possession may be obtained in said action and a warrant issued and deposited with the State Treasurer Condemnation Fund, in the amount determined the most probable compensation for the property sought to be acquired, as a condition to the right of possession. PASSED, APPROVED, AND ADOPTED, at a regular meeting of the City Council of the City of Baldwin Park, California, this 17th day of November 2021. CITY OF BALDWIN PARK Emmanuel J. Estrada, Mayor ATTEST: Marlen Garcia, City Clerk APPROVED AS TO FORM AND LEGAL CONTENT: TAFOYA LAW GROUP, APC Robert N. Tafoya, General Counsel CERTIFICATION I, Marlen Garcia, City Clerk of the City of Baldwin Park, do hereby certify that Resolution No. 2021-033 was adopted at a regular meeting of the City Council of the City of Baldwin Park, held on the 17th day of November 2021, and approved by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: EXHIBIT “A” LEGAL DESCRIPTION Real property in the City of Baldwin Park, County of Los Angeles, State of California, described as follows: That portion of the Rancho La Puente, as per map recorded in Book 1, Page 43 of Patents in the Office of the County Recorder of the County of Los Angeles, State of California, described in deed recorded in Book: 36179, Page 235, Official Records in the Office of the County Recorder of said County, lying southeasterly of the easterly boundary of a strip of land 120 feet in width, the side lines of said strip of land being parallel with and lying 60 feet on each side, and measured at right angles, to a center line described as follows: Beginning at a point in the center line of Valley Boulevard, said point being North 53 degrees 08 minutes 31 seconds West, 439.49 feet, measured along said center line from its point of intersection with the center line of San Fidel Avenue; (formerly Covina Boulevard): thence North 32 degrees 39 minutes 00 seconds East, 872.59 feet; thence North 2 degrees 52 minutes 06 seconds West, 394.68 feet to a point in the centerline of the 120-foot strip of land described in deed to the Department of Water and Power of the City of Los Angeles recorded in Book 13785, Page 280 of said Official Records, as having a bearing of North 32 degrees 50 minutes 13 seconds East, said point being (on a different basis of bearings) North 31 degrees 58 minutes 03 seconds East, 1177.39 feet from the point of beginning as described in the last said deed. EXCEPT from that portion of Rancho La Puente, the “precious metals and ores thereof" as excepted from the partition between John Rowland, Sr. and William Workman, in the deed recorded in Book 10, Page 39 of Deeds. ITEM NO. 4 STAFF REPORT TO: Honorable Mayor and Members of the City Council FROM: Enrique C. Zaldivar, Chief Executive Officer Sam Gutierrez, Director of Public Works Manuel Carrillo Jr., Director of Recreation & Community Services DATE: November 17, 2021 SUBJECT: State of California-Funding Available for Open/Civic Space Project in the City of Baldwin Park and Amend Resolution Approving the Application for Specified Grant Funds for the Zocalo/Civic Plaza Project SUMMARY At their meeting of September 1, 2021, the City Council provided direction to the CEO, at the request of Council Member Damian, to ascertain the availability of funding at the State of California secured by Senator Susan Rubio (32nd District) in this FY 21/22 State Budget approval for the creation and development of open/civic space in an urban setting, and the process by which the City of Baldwin Park could apply and access the funding. The purpose of this report is for the City Council to rescind Resolution 2021-027, amend and adopt Resolution No. 2021-034 approving the application for Specified Grant Funds for the Zocalo/Civic Plaza Project. RECOMMENDATION Staff recommends that the City Council: 1. Rescind previously approved Resolution 2021-027; and 2. Adopt Resolution No. 2021-034 entitled, “A Resolution of the City Council of the City of Baldwin Park approving the application for Specified Grant Funds for the Zocalo/Civic Plaza Project”; and 3. Authorize the Chief Executive Officer (CEO) to negotiate and enter into a contract with the State Department of Parks and Recreation (California State Parks) to receive the $6,000,000 available in the FY 21/22 State Budget, and expend according to such contract, to create an open/civic space in an urban setting, the Civic Plaza Project known as the “Zocalo”; and 4. Authorize the CEO to execute any further documents to receive the funds. FISCAL IMPACT There is no fiscal impact at this time. The City is scheduled to receive a grant in the amount of $6,000,000 from the State Department of Parks and Recreation. Upon request, it may be necessary to provide front funding from the general fund. BACKGROUND At their October 6, 2021 City Council Meeting, Resolution No. 2021-027 was unanimously approved by the City Council. The Resolution has been amended to include additional language required by the State Department of Parks and Recreation specific to the grant. Approximately four (4) years ago, as part of our Capital Improvement Program development, the City’s Departments of Public Works and Recreation and Community Services had commissioned the architectural and engineering design of a Civic Plaza known as the “Zocalo” (which in Mexican Spanish represents a public plaza), for the area northwest of City Hall, at the intersection of Pacific and Maine Avenues. The City invested well over $500,000 in the completion of the design in bringing it to a bid-ready status-also known as ‘shovel- ready’ and conducted several public input meetings and the project was well received. In light of the State of California’s once-in a generation budget surplus for FY21/22 estimated at over $40B, through the efforts of Senator Rubio (32nd District), the State has indeed made funding available for projects that create open/civic space in an urban setting. The construction estimate for the “Zocalo” project was $5.8M 4 years ago. We would make the project fit the available funding by briefly updating specific features of the design should the updated cost estimate to include escalation exceeded the available funding; or the bid request can be structured with optional features to give us flexibility in fitting the award to available funding. The City of Baldwin Park will receive the funds for the open/civic space from the California Department of Parks and Recreation; to draw down the funds, the City of Baldwin Park will need to enter into a contract with the State Department of Parks and Recreation specifying use of the funds. The City will negotiate if at all possible for State Parks to advance the City up to 20% of the funds as startup funding for the construction of the project. The State has indicated funds were available as early as September 30, 2021. The CEO will coordinate with the State Department of Parks and Recreation and the State Senator Susan Rubio’s office to submit the City’s application in accordance with their guidelines, and will coordinate with the Director of Public Works and the Director of Recreation and Community Services to update the existing design as necessary. ALTERNATIVES The alternative would be not to approve Resolution No. 2021-034. LEGAL REVIEW No legal review is necessary at this juncture. ATTACHMENT 1. Resolution No. 2021-034 2. Proposed Site Plan of the Civic Plaza Project RESOLUTION NO. 2021-034 RESOLUTION OF THE CITY COUNCIL OF CITY OF BALDWIN PARK APPROVING APPLICATION FOR SPECIFIED GRANT FUNDS FOR THE ZOCALO/CIVIC PLAZA PROJECT WHEREAS, the State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of a grant to the City of Baldwin Park, setting up necessary procedures governing application; and WHEREAS, said procedures established by the State Department of Parks and Recreation require the applicant’s Governing Body to certify by resolution the approval of project application(s) before submission of said applications to the State; and WHEREAS, the applicant will enter into a contract with the State of California to complete project; NOW, THEREFORE, BE IT RESOLVED that the City Council hereby: 1. Approves the filing of project application for specified grant project; and 2. Certifies that said applicant has or will have available, prior to commencement of project work utilizing specified grant funds, sufficient funds, including those provided by this grant, to complete the project; and 3. Certifies that the applicant has or will provide sufficient funds to operate and maintain the project; and 4. Certifies that the applicant has reviewed, understands, and agrees to the General Provisions contained in the contract shown in this Procedural Guide; and 5. Delegates the authority to the Chief Executive Officer, or designee to conduct all negotiations, sign and submit all documents, including, but not limited to applications, agreements, amendments, and payment requests, which may be necessary for the completion of the project scope; and 6. Agrees to comply with all applicable federal, state and local laws, ordinances, rules, regulations and guidelines. PASSED, APPROVED, and ADOPTED this 17th day of November, 2021. ________________________________ EMMANUEL J. ESTRADA MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS: CITY OF BALDWIN PARK I, Marlen Garcia, City Clerk of the City of Baldwin Park do hereby certify that the foregoing Resolution No. 2021-034 was duly adopted by the City Council of the City of Baldwin Park at a regular meeting thereof held on November 17, 2021 and that the same was adopted by the following vote to wit: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: MARLEN GARCIA CITY CLERK Baldwin Park Civic Center Plaza 2015 Conceptual Design SITE PLAN City of Baldwin Park Civic Center Plaza Conceptual Design SITE PLAN City HallMaine AvenueSt e r l i n g W a y Maine AvenueLocation Map Open Space/Civic Park Plaza STAFF REPORT ITEM NO. ________5_________ TO: Honorable Mayor and Members of the City Council FROM: Mark Hsu, Information Systems Supervisor DATE: November 17, 2021 SUBJECT: Approve a Proposal from The [RE]DESIGN Group for Purchase of Dell Datacenter Hardware Replacement and Software SUMMARY Staff seeks City Council approval for the purchase of Dell R6515 Servers, Dell Power Store 1000T Data Storage, VMware and Microsoft Licensing, Dell Switches and APC Rack, Battery and PDU equipment for an amount of $200,119.56 which includes the equipment purchase, deployment services, and five years of maintenance and support. The purpose of the equipment is to upgrade/replace existing infrastructure systems that are nearing the end of their expected lifespan. RECOMMENDATION Staff recommends that the City Council: 1. Approve the proposal from THE [RE]DESIGN GROUP in the amount of $200,119.56 and authorize the Chief Executive Officer to purchase the replacement datacenter hardware and software; and 2. Authorize the Director of Finance to make the necessary budget adjustment. FISCAL IMPACT There is no fiscal impact to the General Fund. The funds for this project were approved as part of the Fiscal Year 2021-22 Capital Improvement Program (CIP No. 22-003) as well as, the City’s operations budget for Fiscal Year 2021-22. Approved funds will come partially from the American Rescue Plan Act (ARPA) revenue loss category, account number 275-10-730-58105-51003 in the amount of $100,000.00 and the balance funds will come from the approved operations budget for Fiscal Year 2021-22, account number 401-10-140- 51100-00000 in the amount of $100,119.56. BACKGROUND The City Information Technology Division has a practice of maintaining server, networking, and data storage equipment for a lifespan of 6-8 years, based on industry standards and practical observation. In addition, maintenance and support agreements are routinely established with manufacturers of mission critical equipment to ensure optimal performance, long term reliability, and expeditious repair in the event of a failure. As a part of its information technology practices, the City typically upgrades and deploys hardware in a timeframe that keeps City equipment in a state of secure, reliable, and efficient performance. This practice helps to make sure that critical technology infrastructure is up to date with security-related improvements, functional product enhancements, and resilient to failure. Acquiring ongoing maintenance and support from the equipment manufacturer allows the City to best ensure reliable operations and respond quickly and efficiently to any failure that may arise. The total cost of this purchase is $200,119.56 which includes Dell R6515 Servers, Dell PowerStore 1000T Data Storage, VMware and Microsoft Licensing, Dell Switches and APC Rack, Battery and PDU equipment, deployment and configuration services, and five years of maintenance and support. Pricing for this purchase is based on the State of California NASPO contract number MNWNC-108 and MNWNC-109. City Policy provides for an exemption from formal bidding procedures when participating in established governmental cooperative purchasing programs such as the NASPO agreement. LEGAL REVIEW None Required. ALTERNATIVES 1. The City Council may choose not to purchase this new datacenter hardware and software and keep using our current server environments. 2. Provide staff with alternate direction. ATTACHMENTS 1. Proposal and Detailed Quotes 2. DELL NASPO contract number MNWNC-108 3. EMC NASPO contract number MNWNC-109 4. THE [RE]DESIGN GROUP NASPO IVR agreement number MNWNC-109 Pete Weil Regional Sales Director - SoCal The [RE]DESIGN Group pweil@redesign-group.com Prepared for David Mortensen Information Services Support Technician City of Baldwin Park DMortensen@baldwinpark.com Prepared by Project Wednesday, November 3, 2021 Data Center Modernization Quote # 1031, Version 1 Proposal DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 City of Baldwin Park | Data Center Modernization Quote # 1031, Version 1 Delivered: November 3, 2021 Pete Weil The [RE]DESIGN Group 2629 Manhattan Ave, Suite 307 Hermosa Beach, CA 90254 pweil@redesign-group.com Prepared for David Mortensen Information Services Support Technician City of Baldwin Park DMortensen@baldwinpark.com Prepared by Valid through: November 28, 2021 Description Price Qty Ext. Price Network (2) Dell EMC Switch S4128F-ON and (1) Dell Networking S3048-ON with 5 Years ProSupport with 4HR Mission Critical $29,722.88 1 $29,722.88 Dell EMC Switch S4128F-ON, 1U, 28 x 10GbE SFP+, 2 x QSFP28, PSU to IO, 2 PSU, OS10 2 OS10 Enterprise, S4128F-ON 2 Force10, Power Cord, 125V, 15A, 10 Feet, NEMA 5-15/C13, S-Series 4 Force10, Power Cord, 250V, 12A, 2 Meters, C13/C14 4 Dell Networking, Cable, SFP+ to SFP+, 10GbE, Copper Twinax Direct Attach Cable, 3 Meter 20 Dell Networking Cable, 100GbE QSFP28 to QSFP28, Passive Copper Direct Attach Cable, 0.5 Meter 2 Dell EMC Networking S4100-ON Americas User Guide 2 5 Years ProSupport and Mission Critical 4Hr Onsite Service 2 5 Years ProSupport OS10 Enterprise Software Support-Maintenance 2 Dell Networking S3048-ON, 48x 1GbE, 4x SFP+ 10GbE ports, Stacking, PSU to IO air, 1x AC PSU, DNOS 9 1 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description Price Qty Ext. Price Network Software, Rights to use L3 on OS9, S3048-ON 1 OS9 installed on S3048-ON, with entitlement to OS10 Enterprise 1 Dell Networking, Transceiver, SFP+, 10GbE, SR, 850nm Wavelength, 300m Reach 2 Power Supply, 200w, PSU to IO airflow, S3048-ON 1 Force10, Power Cord, 250V, 12A, 2 Meters, C13/C14 2 Dell Networking S3048-ON User Guide 1 5 Year ProSupport and Mission Critical 4HR On-Site Service 1 Subtotal:$29,722.88 Description Price Qty Ext. Price Storage (1) Dell EMC PowerStore 1000T with 5 Years ProSupport with 4HR Mission Critical $63,343.09 1 $63,343.09 PowerStore 1000T Base Dell Customer Racked 1 384GB Appliance DIMM (192GB Per Node)1 4:1 1 1.92TB NVMe SSD 6 PowerStore Base SW 1 10GBE Optical 4 Port Card Pair 1 10GBE Optical 4 Port IO Module Pair 1 Dual 1800W (200-240V) Power Supply, includes C13/C14 Power Cords 1 3M Passive 10G Twinax Cable QTY 2 4 PowerStore Field Install Kit 1 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description Price Qty Ext. Price Storage ISG Product (info)1 5 Years ProSupport and Mission Critical 4 Hour Onsite Service 1 5 Years ProSupport and Mission Critical 4 Hour Low Capacity SSD Add-On 6 Single Appliance 1 US No Canada Ship Charge 1 AppSync for PowerStore 1 AppSync Str Pk for PowerStore 1 5 Years ProSupport Mission Critical for AppSync Starter Pack Software Support Maintenance 1 5 Years ProSupport Mission Critical for AppSync Starter Pack Software Support Contract 1 Subtotal:$63,343.09 Description Price Qty Ext. Price Compute (5) Dell PowerEdge R6515 Servers with 5 Years ProSupport with 4HR Mission Critical $84,005.83 1 $84,005.83 Chassis with up to 8x2.5" Drives 4 PowerEdge R6515 Server 4 Trusted Platform Module 2.0 4 2.5" Chassis with up to 8 Hot Plug Hard Drives 4 AMD EPYC 7402P 2.80GHz, 24C/48T, 128M Cache (180W) DDR4-3200 4 Heatsink for CPU equal to or greater than 180W 4 Performance Optimized 4 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description Price Qty Ext. Price Compute 3200MT/s RDIMMs 4 32GB RDIMM, 3200MT/s, Dual Rank, 8Gb BASE x4 32 C3, RAID 1 for 2 HDDs or SSDs (Matching Type/Speed/Capacity)4 PERC H730P RAID Controller, 2GB NV Cache, Minicard 4 480GB SSD SATA Mix Use 6Gbps 512 2.5in Hot-plug AG Drive, 3 DWPD,8 Performance BIOS Setting 4 UEFI BIOS Boot Mode with GPT Partition 4 Standard Fan 4 Dual, Hot Plug, Redundant Power Supply (1+1), 550W 4 Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, Guam, North Marianas, Philippines, Samoa) 8 Riser Config 2, 2x16 LP PCIe slot 4 PowerEdge R6515 Motherboard, with 2 x 1Gb Onboard LOM (BCM5720) V2 4 iDRAC9, Enterprise 15G 4 Broadcom 57416 Dual Port 10 GbE SFP+ Network LOM Mezz Card 4 Broadcom 57412 Dual Port 10GbE SFP+ Adapter, PCIe Low Profile 4 LCD Bezel for x4 and x8 chassis 4 Quick Sync 2 (At-the-box mgmt)4 iDRAC,Factory Generated Password 4 iDRAC Group Manager, Enabled 4 VMware ESXi 7.0 U2 Embedded Image (License Not Included)4 Windows Server 2022 Standard,16CORE,Secondary OS,Media Kit, Multi Language 4 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description Price Qty Ext. Price Compute Windows Server 2022 Standard Edition, Add License,16CORE,NO MEDIA/KEY 4 Windows Server 2022 Standard Edition, Add License,2CORE,NO MEDIA/KEY 32 10-pack of Windows Server 2022/2019 User CALs (Standard or Datacenter)8 Windows Server 2022 Standard,16CORE,Secondary OS,No MEDIA 4 VMware vSphere 7 Enterprise Plus for 1 CPU, up to 32 cores, 5 Year License and Maintenance 4 OpenManage Integration for VMware vCenter - 1 host increment, 5 year license digitally fulfilled 4 ReadyRails™ Sliding Rails With Cable Management Arm 4 No Internal Optical Drive 4 No Systems Documentation, No OpenManage DVD Kit 4 PowerEdge R6515 Shipping 4 PowerEdge R6515 x8 Drive Shipping Material 4 PowerEdge R6515 CCC Marking 4 US No Canada Ship Charge 4 5 Years ProSupport and Mission Critical 4Hr Onsite Service 4 A/C Power Recovery On 4 Power Management - Maximum Performance 4 Chassis with up to 8x2.5" Drives 1 PowerEdge R6515 Server 1 Trusted Platform Module 2.0 1 2.5" Chassis with up to 8 Hot Plug Hard Drives 1 AMD EPYC 7402P 2.80GHz, 24C/48T, 128M Cache (180W) DDR4-3200 1 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description Price Qty Ext. Price Compute Heatsink for CPU equal to or greater than 180W 1 Performance Optimized 1 3200MT/s RDIMMs 1 32GB RDIMM, 3200MT/s, Dual Rank, 8Gb BASE x4 8 C3, RAID 1 for 2 HDDs or SSDs (Matching Type/Speed/Capacity)1 PERC H730P RAID Controller, 2GB NV Cache, Minicard 1 480GB SSD SATA Mix Use 6Gbps 512 2.5in Hot-plug AG Drive, 3 DWPD,2 Performance BIOS Setting 1 UEFI BIOS Boot Mode with GPT Partition 1 Standard Fan 1 Dual, Hot Plug, Redundant Power Supply (1+1), 550W 1 Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, Guam, North Marianas, Philippines, Samoa) 2 Riser Config 2, 2x16 LP PCIe slot 1 PowerEdge R6515 Motherboard, with 2 x 1Gb Onboard LOM (BCM5720) V2 1 iDRAC9, Enterprise 15G 1 Broadcom 57416 Dual Port 10 GbE SFP+ Network LOM Mezz Card 1 Broadcom 57412 Dual Port 10GbE SFP+ Adapter, PCIe Low Profile 1 LCD Bezel for x4 and x8 chassis 1 Quick Sync 2 (At-the-box mgmt)1 iDRAC,Factory Generated Password 1 iDRAC Group Manager, Enabled 1 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description Price Qty Ext. Price Compute VMware ESXi 7.0 U2 Embedded Image (License Not Included)1 Windows Server 2022 Standard,16CORE,Secondary OS,Media Kit, Multi Language 1 Windows Server 2022 Standard Edition, Add License,16CORE,NO MEDIA/KEY 1 Windows Server 2022 Standard Edition, Add License,2CORE,NO MEDIA/KEY 8 Microsoft SQL Server 2019 Standard,OEM, Includes 5 USER CALs, NFI, ENGLISH 1 Microsoft SQL Server 2019 Standard, 5 USER CALs Only OEM, No Media, NFI 5 10-pack of Windows Server 2022/2019 User CALs (Standard or Datacenter)2 Windows Server 2022 Standard,16CORE,Secondary OS,No MEDIA 1 VMware vSphere 7 Enterprise Plus for 1 CPU, up to 32 cores, 5 Year License and Maintenance 1 OpenManage Integration for VMware vCenter - 1 host increment, 5 year license digitally fulfilled 1 ReadyRails™ Sliding Rails With Cable Management Arm 1 No Internal Optical Drive 1 No Systems Documentation, No OpenManage DVD Kit 1 PowerEdge R6515 Shipping 1 PowerEdge R6515 x8 Drive Shipping Material 1 PowerEdge R6515 CCC Marking 1 US No Canada Ship Charge 1 5 Years ProSupport and Mission Critical 4Hr Onsite Service 1 A/C Power Recovery On 1 Power Management - Maximum Performance 1 Subtotal:$84,005.83 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description Price Qty Ext. Price APC APC $5,685.80 1 $5,685.80 Dell EMC NetShelter SX 42U 600mm Wide x 1200mm Deep Enclosure with Sides Black 1 AP8641 SWITCHED PDU 200V/208V 30A L6-30P 0U RM 21XC13 3XC19 2 APC rack cable management ring 1 10PK 1U 19IN BLACK MODULAR TOOL LESS BLANKING PANEL 3 Dell Smart-UPS SRT 192V 8kVA and 10kVA RM Battery Pack - Battery enclosure (rack-mountable) - 2 x lead acid - 3U - black 1 1YR EXTENDED WARR SVC PACK 02 FOR AP8641 2 Dell Smart-UPS Online DLRT8KRMXLT - UPS - 8000-watt - 8000 VA 1 APC 1-Year Extended Warranty / New Product Extension / WBEXTWAR1YR-SP- 04 1 Basic Deployment Dell EMC Rack 1 Subtotal:$5,685.80 Description Price Qty Ext. Price Services for White Glove Install [RE]DESIGN Professional Services - Fixed Scope White Glove Implementation - Included $0.00 1 $0.00 Subtotal:$0.00 Description Price Qty Ext. Price Shipping Shipping cost $0.00 1 $0.00 Subtotal:$0.00 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Description NASPO Contract NASPO Contract MNWNC-109 Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 Delivered: November 3, 2021 Valid through: November 28, 2021Quote # 1031, Version 1 City of Baldwin Park | Data Center Modernization Description Amount Quote Summary Network $29,722.88 Storage $63,343.09 Compute $84,005.83 APC $5,685.80 Services for White Glove Install $0.00 Shipping $0.00 NASPO Contract Subtotal:$182,757.60 Estimated Tax:$17,361.96 Total:$200,119.56 Acceptance of this Quote is binding and the above item(s) will be purchased in reliance thereon. All sales are final. After orders are placed, a final invoice will be provided that shall include all applicable taxes, shipping charges, and payment terms not included herein. Any invoice amounts not timely paid will be subject to a daily interest charge, at the prorated amount of 1.5% per month, or at the highest interest rate allowable under California law. By signing below, the above-named Company, acting under due and proper authority, hereby agrees that this Quote constitutes a binding Agreement with The [RE]DESIGN Group. The [RE]DESIGN Group Signature: Name: Date: Signature: Name: Title: Date: City of Baldwin Park Quote #001031 v1 www.redesign-group.com DocuSign Envelope ID: 0875118D-63C7-4D8B-BBFF-B04B05453032 11/3/2021 Phil Sanginario President Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 3 to NASPO Master Agreement MNWNC-108 AMENDMENT NO. 3 TO NASPO MASTER AGREEMENT NO. MNWNC-108 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and Dell Marketing L.P., One Dell Way, Mailstop RR1-33 Legal, Round Rock, TX 78682 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-108, April 15, 2015, through July 31, 2021 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-108 is extended through July 31, 2022, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2021, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. Dell Marketing L.P. The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: EAC889CC-0F07-480E-AB62-8DFA4A153228 Contract Administrator 5/10/2021 Alyssa Sayles 5/14/2021 5/14/2021 ~IIIIBIIta STATE OF MINNESOTA Materials Management Division 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 DEPARTMENT OF ADMINISTRATION , Voice: 651.296.2600 Fax: 651.297.3996 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD WITH DELL MARKETING, L.P. FOR COMPUTER EQUIPMENT: (Desktops, Laptops, Tablets, Servers and Storage including Related Peripherals & Services) To: Dell Marketing L. P. __ ,..; CONTRACT NO: One Dell Way 1 S',.- Mailstop 87'07' ~ltl-33 ~~-:>-ju,(~ Round Rock, TX 78682 /.J?;;? .4'/l/t..CONTRACT PERIOD: Contract Vendor Administrator: Diane Wigington Email: Diane Wigington@dell.com Phone: (512) 728-4805 THROUGH EXTENSION OPTION: MNWNC-108 April 1, 2015, or upon final executed signatures, whichever is later March 31, 2017 UP TO 36 MONTHS You are hereby notified that your response to our solicitation, which opened January 31, 2014, is accepted. The following documents, in order of precedence, are incorporated herein by reference and constitute the entire Contract between you and the Slate: 1. A Participating Entity's Participating Addendum ("PA") A Participating Entity's Participating Addendum shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State's contractual relationship with the Contract Vendor under the Terms of Minnesota WSCA-NASPO Master Agreement.; 2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions); 3. The Solicitation; and 4. the Contract Vendor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. 1. DELL MARKETING L. P. 2. MINNESOTA MATERIALS MANAGEMENT DIVISION By: Title: St~hanie G. Miller ~ '{'J Pnffiea ame r Contract Manager /Sen iD( M.lln£l8ef I (p fd?Y"uary 'l Dl5 Date: By: 1gna ure 3. MINNESOTA COMMISSIONER OF ADMINISTRATION Or delegated representative. By: Original signed Title: Date: Date: MAR 0 3 2015 By lucas J. Jan nett CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P. DEPARTMENT OF ADMINI:STRATION COMPUTER EQUIPMENT 2014-2019 f WSCA-NASPO' COOPERATIVE PURCHASING ORGANIZATION MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD TABLE OF CONTENTS TABLE OF CONTENTS ...................................................................................................................................................... 2 SUMMARY .......................................................................................................................................................................... 3 EXHIBIT A-TERMS & CONDITIONS ................................................................................................................................ 5 EXHIBIT B -PRICING ....................................................................................................................................................... 24 EXHIBIT B -PRICING SCHEDULE .................................................................................................................................. 26 EXHIBIT C-PRODUCT AND SERVICE SCHEDULE (PSS) ........................................................................................... 27 EXHIBIT D-WEBSITE. ..................................................................................................................................................... 28 EXHIBIT E-ACTION REQUEST UPDATE FORM (ARF) ................................................................................................ 29 EXHIBIT F-REPORTING ................................................................................................................................................. 31 EXHIBIT G -DEFINITIONS ............................................................................................................................................... 32 2 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. Ad1111n ~ lflinnssota DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD SUMMARY 1. BACKGROUND. The State of Minnesota, Department of Administration, Materials Management Division publicly posted a Request for Proposal on behalf of the State of Minnesota and WSCA-NASPO Cooperative Procurement Program ("WSCA-NASPO") resulting in a Master Agreement Award. After evaluation by a multi-state sourcing team the solicitation resulted in this Minnesota WSCA-NASPO Master Agreements with qualified manufacturers for: Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage including related Peripherals & Services. The original solicitation contains the requirements and definitions establishing the following Product Bands allowed on the Master Agreement. The configuration limits and restrictions for this Master Agreement are provided below. Participating Entities may revise these in their Participating Addendum. Bands awarded are identified below: Band 1: Desktop Band 2: Laptop Band 3: Tablet Band 4: Server Band 5: Storage The original solicitation included Band 6: Ruggedized. This band has been removed and ruggedized equipment will be allowed in Bands 1-5. The original solicitation and responses may be found on the WSCA-NASPO Website. 2. EFFECTIVE DATE: The Master Agreement contract term will begin on April 1, 2015, or upon final executed signatures, whichever is later, through March 31, 2017 with the option to extend up to 36 months, upon agreement by both parties. Contract Sales may not begin until the Website, Product and Service Schedule and third party products have been approved by the Master Agreement Administrator. 3. PARTICIPATION. All authorized governmental entities in any State are welcome to use the resulting Master Agreements through WSCA-NASPO with the approval of the State Chief Procurement Official. Contract Vendors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add State specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement. 4. CONFIGURATION DOLLAR LIMITS. The following configuration limits apply to the Master Agreement. Participating States may define their configuration limits in their participating addendum. The Participating State's Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. The dollar limits identified below are based on a SINGLE computer configuration. This is NOT a restriction on the purchase of multiple configurations (e.g. an entity could purchase 10 laptops@ $10,000 for a total purchase price of $100,000). ITEM CONFIGURATION* Server $500,000 Storage $500,000 Desktops $ 1 0, 000 Laptops $ 10,000 Tablets $ 5,000 Peripherals $ 5,000 Services Addressed by each State in participating addendum *Configuration is defined as the combination of hardware and software components that make up the total functioning system. Software purchases are considered a part of the configuration limit of the equipment. 3 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 5. RESTRICTIONS. The following restrictions apply to the Master Agreement. A Participating State may set further restrictions of products in their Participating Addendum. The Participating State will determine with the Contract Vendor how to approve these modifications to the State's Product and Service Schedule. a. Software 1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits. 2. Software is an option which must be related to the procurement of equipment. 3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment. 4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 4&5) purchased, is allowed and may be procured after the initial purchase of equipment. b. Services 1. Services must be related to the procurement of equipment. 2. Service limits will be addressed by each State. 3. Wireless phone and internet service is not allowed. 4. Cloud Services including acquisitions structured as managed on-site services are not allowed. 5. Managed Print Services are not allowed. c. Third Party Products. 1. Contract Vendors can only offer Third Party Products in the bands they have been awarded. 2. Contract Vendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. d. Additional Product/Services 1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed. 2. Lease/Rentals of equipment may be allowed and will be addressed by each State. 3. Cellular Phone Equipment is not allowed. 4. EPEAT Bronze requirement may be waived, on a State case by case basis, if approved by the State's Chief Procurement Officer. 6. PARTNER UTILIZATION: Each state represented by WSCA-NASPO that chooses to participate in this Master Agreement independently has the option of utilizing partners. Only partners approved by the Participating·state may be deployed. The participating State will define the process to add and remove partners in their participating addendum. 4 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT A -TERMS & CONDITIONS MASTER AGREEMENT TERMS AND CONDITIONS A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS 1. ACCEPTANCE OF TERMS AND CONDITIONS. The contents of the RFP and the response of the successful responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which fails to comply with this requirement may be disqualified as nonresponsive. All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will apply to any Master Agreements entered into as a result thereof. 2. CONFLICT OF TERMS/ORDER OF PRECEDENCE: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions) c. The Solicitation including all Addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving prioritY to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the directions on the addendum. Addenda will be numbered consecutively in the order they are issued. 4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple responders, whichever is in the best interest of the Lead State. It is the State's intent to award to multiple responders. The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or tore- issue the solicitation, whichever is in the best interest of the Lead State. The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by the Commissioner of Administration and the WSCA-NASPO Management Board. 5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as 5 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. specified in the introduction, of such error and request modification or clarification of the document. This notification is due no later than seven calendar days prior to the proposal due date and time. Responders are cautioned that any activity or communication with a State employee or officer, or a member of the Evaluation Team, regarding this Solicitation's contents or process, is strictly prohibited and may, as a result, have its response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the Acquisition Management Specialist listed in the Solicitation documents. 6. COMPLETION OF RESPONSES. A response may be rejected if it is conditional or incomplete. Responses that contain conflicting, false, or misleading statements or that provide references that contradict or do not support an attribute or condition stated by the responder, may be rejected. 7. MASTER AGREEMENT ADMINISTRATOR. The Master Agreement Administrator designated by WSCA-NASPO and the State of Minnesota, Department of Administration is: Susan Kahle. Direct all correspondence and inquiries, legal questions, general issues, or technical issues regarding this RFP to: Susan Kahle Acquisition Management Specialist Department of Administration Materials Management Division 50 Sherburne Avenue 112 Administration Building St. Paul, MN 55155 Fax: 651.297.3996 E-mail: susan.kahle@state.mn.us 8. DISPOSITION OF DATA SUBMITTED BY CONTRACT VENDOR. All materials submitted in response to this RFP will become property of the Lead State and will become public record after the evaluation process is completed. The evaluation process is complete when negotiations with the selected vendors are final. By executing this Contract, the Contract Vendor certifies and agrees that all information provided in the Contract and in response to the solicitation will be made public in accordance with the solicitation and that no information has been designated Trade Secret pursuant to the Minnesota Government Data Practices Act. .If the Contract Vendor submits information after execution of this Contract that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minn. Stat. § 13.37, the Contract Vendor must: a. clearly mark all trade secret materials at the time the information is submitted; b. include a statement with regard to the information justifying the trade secret designation for each item; and, c. defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the Lead State, its agents and employees, from any judgments awarded against the Lead State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the Lead State's award of a Master Agreement. In submitting a response to the RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the Lead State. The Lead State will not consider the prices submitted by the responder to be trade secret materials. 9. DISPUTE RESOLUTION PROCEDURES. Any issue a responder has with the RFP document, which includes, but is not limited to, the terms, conditions, and specifications, must be submitted in writing to and received by the Master Agreement Administrator prior to the opening due date and time. Any issue a responder has with the Master Agreement award must be submitted in writing to the Master Agreement Administrator within five working days from the time the notice of the intent to award is issued. This notice may be made by any of the following methods: notification by letter, fax or email, or posted on the Materials Management website, www.inmd.admin.state.mn.us. The Lead State will respond to any protest received that follows the above procedure. For those protests that meet the above submission requirements, the appeal process is, in sequence: The responsible Master Agreement Administrator, the Materials Management Division (MMD) Assistant Director, and the MMD Director. 10. ELECTRONIC FILES TO DOWNLOAD, COMPLETE, AND RETURN. Responders must download a Word/Excel document. 11. ENTIRE AGREEMENT. A written Master Agreement (including the contents of this RFP and selected portions of Contract Vendor's response incorporated therein by reference) and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. 6 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P. 12. IRREVOCABLE OFFER. In accordance with this Request for Proposal, and subject to all conditions thereof, the undersigned agrees that its response to this RFP, or any part thereof, is an irrevocable offer for 180 days following the submission deadline date unless stated otherwise in the RFP. It is understood and agreed that the response, or any part thereof, when accepted by the appropriate department and State officials in writing, may become part of a legal and binding Master Agreement between the undersigned vendor and the State of Minnesota. 13. MATERIAL DEVIATION. A responder shall be presumed to be in agreement with these terms and conditions unless it takes specific exception to one or more of the conditions. Submission by the responder of its proposed language shall not be viewed as an exception unless the responder specifically states in the response that its proposed changes are intended to supersede the terms and conditions. RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE REQUEST FOR PROPOSAL. IF A RESPONDER MATERIALLY DEVIATES FROM THE GENERAL TERMS, CONDITIONS AND INSTRUCTIONS OR THE WSCA-NASPO TERMS AND CONDITIONS AND/OR SPECIFICATIONS, ITS RESPONSE MAY BE REJECTED. A material deviation is an exception to the Request for Proposal general or WSCA-NASPO terms and conditions and/or specifications that: a. gives the responder taking the exception a competitive advantage over other vendors; or, b. gives the Lead State something significantly different from that which the Lead State requested. 14. NONRESPONSIVE RESPONSES. Responses that do not comply with the provisions in the RFP may be considered nonresponsive and may be rejected. 15. NOTICES. If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows: STATE OF MINNESOTA: MN WSCA-NASPO COMPUTER EQUIPMENT CONTRACT ADMINISTRATOR 112 Administration Bldg. 50 Sherburne Avenue St. Paul, MN 55155 651-296-2600 7 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L P. MASTER AGREEMENT TERMS AND CONDITIONS B. WSCA-NASPO TERMS AND CONDITIONS 1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. 2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents: a. A Participating Entity's Participating Addendum ("PA"); b. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions) c. The Solicitation including all addendums; and d. Contract Vendor's response to the Solicitation These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contract Vendor's response to the Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception has been negotiated. 3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement Administrator. · 4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the WSCA-NASPO Master Agreement Administrator. 6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled by either party upon 60 days' notice, in writing, prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contract Vendor default may be immediate if defaults cannot be reasonably cured as allowed per Default and Remedies term. 7. CONFIDENTIALITY. NON-DISCLOSURE AND INJUNCTIVE RELIEF. NEGOTIATED. 7.1 Confidentiality. The parties acknowledges that they and their employees or agents may, in the course of providing the Product and Services under this Master Agreement, be exposed to or acquire information that is confidential . Any and all information of any form that is marked as confidential or would by its nature be deemed 8 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. confidential obtained in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, (c) information concerning individuals, (d) software, (e) product plans, (f) marketing and sales information, (g) customer lists, and (h) "know-how," or trade secrets, is confidential information ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (a) is or becomes (other than by disclosure by disclosing party) publicly known; (b) is rightfully furnished by the disclosing party to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in .recipient party's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than disclosing party without the obligation of confidentiality, (e) is disclosed with the written consent of disclosing party or; (f) is independently developed by employees, agents or subcontractor of the parties who can be shown to have had no access to the Confidential Information 7.2 Non-Disclosure. The parties shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. The parties shall use commercially reasonable efforts in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, parties shall advise each other immediately if they learn or have reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and shall at their expense cooperate in seeking injunctive or other equitable relief against any such person. Except as directed in writing , the parties will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement the parties shall turn over all documents, papers, and other matter in the recipient party's possession that embody Confidential Information. Notwithstanding the foregoing, the recipient party may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 7.3 Injunctive Relief. The parties acknowledge that breach of this Section, including disclosure of any Confidential Information, may cause irreparable injury that is inadequately compensable in damages. Accordingly, the injured party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. The parties acknowledge and agree that the covenants contained herein are necessary for the protection of the legitimate business interests and are reasonable in scope and content. 7.4 Participating Entitv is agreeing to the above language to the extent is not in conflict with Participating Entities public disclosure laws. 8. DEBARMENT. The Contract Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the Contract Vendor cannot certify this statement, attach a written explanation for review by WSCA-NASPO. In any order against this Master Agreement for a requirement established by a Purchasing Entity that discloses the use of federal funding, to the extent another form of certification is not required by a Participating Addendum or the order of the Purchasing Entity, the Contractor's quote represents a recertification consistent with the terms of paragraph 8, Section 20, Minnesota Terms and Conditions 9. DEFAULTS & REMEDIES. a. The occurrence of any of the following events shall be an event of default under this Master Agreement: i. Nonperformance of contractual requirements; or ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole 9 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contract Vendor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and ii Terminate this Master Agreement and any related Master Agreements or portions thereof; and iii Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contract Vendor from receiving future bid solicitations; and v. Suspend Contract Vendor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 10. DELIVERY. Unless otherwise indicated in th<;> Master Agreement, the prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the Contract Vendor. Additional delivery charges will not be allowed for back orders. 11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The WSCA-NASPO Master Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 13. INDEMNIFICATION. DELETED SEE SECTION 2C17. 14. INDEMNIFICATION -INTELLECTUAL PROPERTY. DELETED SEE SECTION 2C17. 15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 16.1NDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contract Vendor will apply the charges and invoice each Purchasing Entity individually. 11. INSURANCE. Except to the extent modjfied by a Participating Addendum, Contract Vendor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contract Vendor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. 10 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a. Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; b. Contract Vendor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contract Vendor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contract Vendor. Prior to commencement of the work, Contract Vendor shall provide to the Participating Entity a written endorsement to the Contract Vendor's general liability insurance policy that (i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the Contract Vendor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contract Vendor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at the Lead State Master Agreement Administrator's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contract Vendor's liability and obligations under this Master Agreement. 18. LAWS AND REGULATIONS. Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 19. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY. DELETED-SEE SECTION 2830 FOR REVISED TERM ADDRESSING TITLE OF PRODUCT. 20. NO WAIVER OF SOVEREIGN IMMUNITY. The Lead State, Participating Entity or Purchasing Entity to the extent it applies does not waive its sovereign immunity by entering into this Contract and fully retains all immunities and defenses provided by law with regard to any action based on this Contract. If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court of the Participating Entity's State. 21. ORDER NUMBERS. Contract order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels (if possible), packing slips, invoices, and on all correspondence. 22. PARTICIPANTS. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the WSCA/NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for all 50 states and the District of Columbia. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award will be permissive. 23. PARTICIPATION OF ENTITIES. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 24. PAYMENT. Payment for completion of an order under this Master Agreement is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contract Vendor may assess overdue account charges up to a maximum rate of one percent per month 11 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. 25. PUBLIC INFORMATION. The Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 26. RECORDS ADMINISTRATION AND AUDIT. The disclosure of records in Participating States relating to Participating addenda and orders placed against the Master Agreement shall be governed by the laws of the Participating State and entity who placed the order. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, 'examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for an overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State Master Agreement Administrator to review compliance with those obligations. Records will be retained longer if required by Participating Entity's law. 27. REPORTS-SUMMARY AND DETAILED USAGE. In addition to other reports that may be required by this solicitation, the Contract Vendor shall provide the following WSCA-NASPO reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than the last day of the month following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contract Vendor shall also report detailed sales data by: state; entity/customer type, e.g., local government, higher education, K12, non-profit; Purchasing Entity name; Purchasing Entity bill-to and ship-to locations; Purchasing Entity and Contract Vendor Purchase Order identifier/number(s); Purchase Order Type (e.g., sales order, credit, return, upgrade, determined by industry practices); Purchase Order date; Ship Date; and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State no later than the last day of the month following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO Cooperative Development Team electronically through email; CO-Rom, jump drive or other electronic matter as determined by the Lead State. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for personal use to be defined in the final contract award to ensure only public information is reported. d. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO 12 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. ACCEPTANCE AND ACCEPTANCE TESTING. A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor's published specifications (a.k.a. "Specifications"). No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31 '1 day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail. 29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty. 30. TITLE OF PRODUCT. NEGOTIATED. OWNERSHIP a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of the Contract Vendor's obligations under this Master Agreement without the prior written consent of the Purchasing Entity. b. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives or originates, either individually or jointly with others, which arises out of the performance of the Master Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master Agreement shall be considered "works for hire" as defined in the U.S. Copyright Act. c. Notwithstanding the above, the Purchasing Entity will not own any of the Contract Vendor's pre-existing intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did not pay the Contract Vendor to create. Subject to payment in full for the products, equipment or services, the Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non-exclusive, royalty free license for Contract Vendor's pre-existing intellectual property that is contained in the products, materials, equipment or services that are purchased through this Master Agreement. Contract Vendor will retain all right, title and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software or development tools used in performing the services, and (b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates or output which are developed, created or otherwise used by or on behalf of Contract Vendor in the course of performing the services 13 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. or creating the deliverables, other than portions that specifically incorporate proprietary or Confidential Information or data of Ordering Entity (collectively, the "ResiduaiiP"), even if embedded in the deliverable. 31. WAIVER OF BREACH. Failure of Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State Master Agreement Administrator, Participating Entity, or Purchasing Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, a Participating Addendum, or order. 32. WARRANTY. The warranty provided must be the manufacturers written warranty tied to the product at the time of purchase and must include the following:: (a) the Product performs according to the specifications (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects. For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numqers and assist the customer in engaging the manufacturer on warranty and maintenance issues. Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purch11sing Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract Vendor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or so ordered by the court, 33. LIMITATION OF LIABILITY. NEGOTIATED. A. CONTRACT VENDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIV~:. SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, SOFTWARE OR SERVICES PROVIDED HEREUNDER. EXCEPT FOR YOUR BREACH OF PAYMENT 0)3LIGATIONS OR CONFIDENTIALITY REQUIREMENTS, NEITHER PARTY SHALL HAVE LIABILITY FORTH~ FOLLOWING: (1) LOSS OF REVENUE, INCOME, PROFIT OR SAVINGS; (2) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS Of BUSINESS OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) DELIVERABLES, DELL PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE. B. CONTRACT VENDOR'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ALL PARTICIPATING ADDENDA SOURCEO FROM THIS MASTER AGREEMENT (INCLUDING ANY PRODUCTS, SOFTWARE, OR SERVICES PROVIDED HEREUNDER) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF TEN MILLION DOLL.ARS ($10,000,000). C. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS fOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIPNS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR CONTRACT VENDOR'S SALE OF PRODUCTS, SOFTWARE OR SERVICES TO ORDERING ENTITY, AND SUCH LIMITATIONS WILL APP(.. Y NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. 34. SERVICE AGREEMENTS. NEGOTIATED. Contract Vendor may provide Services, Software or Deliverables to you in accordance with one or more "Service Agreements." "Service Agreements" are service contract~. including "Service Descriptions" available at www.dell.com/servicecontracts/us, "Statements of Work," and any other· such mutually agreed upon documents. Each Service Agreement will be interpreted as a single agreement, independent of any other Service Agreement, so that all of the provisions are given as full effect as possible. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of !he Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, ancl then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the 14 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing. 35. SOFTWARE LICENSE. NEGOTIATED. Software (defined as any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form as well as the related documentation provided by Contract Vendor to Purchasing Entity) is subject to the separate license agreements accompanying the Software, along with any product guides,' operating manuals, or other documentation included with the software media packaging or presented to Purchasing Entity during the installation or use of the Software. Purchasing Entity agrees that it will be bound by such license agreement. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the Master Agreement, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the event of conflict the terms and conditions, the Participating Addendum, and then the Master Agreement shall take precedence, as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance agreements, or order specific agreements may be further negotiated by the Contract Vendor and the potential Purchasing Entity, provided the contractual documents are duly executed in writing. 36. EXPORT COMPLIANCE. NEGOTIATED. Contract Vendor, Lead State and Purchasing Entities acknowledge that products (including software) sold or licensed under this Master Agreement are subject to the export control laws and regulations of the United States and other countries from which they were supplied and in which they are used and Purchasing Entity agrees to abide by those laws and regulations. Purchasing Entity warrants that any software provided by it and used as a part of the services supplied by Contract Vendor under this Master Agreement contains no encryption or to the extent that it contains encryption such software is approved for export under the relevant laws or regulations. 37. RETURNS AND EXCHANGES. NEGOTIATED. Contract Vendor's return policy can be found at www.dell.com/returnspolicy and applies to any returns and exchanges. Before returning or exchanging a Product, Purchasing Entity must contact Contract Vendor directly to obtain an authorization number to include with the return. Purchasing Entity must return Products to Contract Vendor in their original or equivalent packaging, and Purchasing Entity is responsible for risk of loss, as well as shipping and handling fees. Additional fees, including up to a 15% restocking fee, may apply. Restocking fees must be approved by the customer. If Purchasing Entity fails to follow the return or exchange instructions provided by Contract Vendor, Contract Vendor will not be responsible for any loss, damage, or modification of a Product, or processing of a Product for disposal or resale. Credit for partial returns may be less than invoice or individual component prices due to bundled or promotional pricing associated with the original purchase. This restocking fee shall not apply in the case of Contract Vendor error. 15 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. MASTER AGREEMENT TERMS AND CONDITIONS C. MINNESOTA TERMS AND CONDITIONS 1. ACCEPTANCE OF PROPOSAL CONTENT. The contents of this RFP and selected portions of response of the successful Proposer will become contractual obligations, along with the final Master Agreement, if acquisition action ensues. The Lead State is solely responsible for rendering the decision in matters of interpretation of all terms and conditions. 2. ACCESSIBILITY STANDARDS. The State of Minnesota has developed IT Accessibility Standards effective September 1, 2010, which entails, in part, the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A-D which can be viewed at http://www.mmd.admin.state.mn.us/pdf/accessibility standard.pdf Responders must complete the WCAG VPAT form included in the FORMS section of the RFP. The completed VPAT form will be scored based on its compliance with the Accessibility Standards. The requested WCAG VPAT applies to the responder's website to be offered under the Contract. For products offered, VPATS are only to be provided upon request by the participating entity. Upon request by the participating entity, the responder must make best efforts to provide Voluntary Product Accessibility Templates (VPATS) for all products offered in its response. Click here for link to VPATS for both Section 508 VPAT and WCAG 2.0 VPAT http://mn.gov/oet/policies-and-standards/accessibility/#. 3. ADMINISTRATIVE PERSONNEL CHANGES. The Contract Vendor must notify the Contract Administrator of changes in the Contract Vendor's key administrative personnel, in advance and in writing. Any employee of the Contract Vendor who, in the opinion of the State of Minnesota, is unacceptable, shall be removed from the project upon written notice to the Contract Vendor. In the event that an employee is removed pursuant to a written request from the Acquisition Management Specialist, the Contract Vendor shall have 10 working days in which to fill the vacancy with an acceptable employee. 4. AMENDMENT(S). Master Agreement amendments shall be negotiated by the Lead State with the Contract Vendor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work. An approved Master Agreement amendment means one approved by the authorized signatories of the Contract Vendor and the Lead State as required by law. 5. AMERICANS WITH DISABILITIES ACT (ADA). DELETED. 6. AWARD OF RELATED CONTRACTS. In the event the Lead State undertakes or awards supplemental Contracts for work related to the Master Agreement or any portion thereof, the Contract Vendor shall cooperate fully with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 7. AWARD OF SUCCESSOR CONTRACTS. In the event the State undertakes or awards a successor for work related to the Contract or any portion thereof, the current Contract Vendor shall cooperate fully during the transition with all other Contract Vendors and the State in all such cases. All Master Agreements between subcontractors and the Contract Vendor shall include a provision requiring compliance with this section. 8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions. Instructions for certification: 1. By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification 16 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFRpart 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions. 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 9. CHANGE REQUESTS. The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered. Products introduced during the term of the Master Agreement shall go through a formal review process. A formal process of changing the Master Agreement shall be developed during the negotiation of the Master Agreement. The Contract Vendor shall evaluate and recommend products for which agencies have an _expressed need. The Lead State shall require the Contract Vendor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement. In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contract Vendor in order to meet the Lead State's requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or 17 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. amendment. The Lead State will negotiate the inclusion of the products and services with the Contract Vendor. No products or services will be added to the Master Agreement without the Lead State's prior approval. 10. CONFLICT MINERALS. Contract Vendor must provide information to the public on its website regarding the use of conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-67716.pdf. 11. COPYRIGHTED MATERIAL WAIVER. The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses and/or to respond to request for information pursuant to Minnesota Government Data Practices Act, , including but not limited to emailing, photocopying, State lntranet/lnternet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder's responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and/or distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action. 12. EFFECTIVE DATE. Pursuant to Minnesota law, the Master Agreement arising from this RFP shall be effective upon the date of final execution by the Lead State, unless a later date is specified in the Master Agreement. 13. FOREIGN OUTSOURCING OF WORK. Upon request, the Contract Vendor is required to provide information regarding the location of where services, data storage and/or location of data processing under the Master Agreement will be performed. 14. GOVERNMENT DATA PRACTICES. The Contract Vendor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contract Vendor and all data provided to the Lead State by the Contract Vendor. In addition, the Minnesota GovE>rnment Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contract Vendor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch). In the event the Contract Vendor receives a request to release the data referred to in this article, the Contract Vendor must immediately notify the Lead State. The Lead State will give the Contract Vendor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contract Vendor or the Lead State. The Contract Vendor agrees to indemnify, save, and hold the State of Minnesota, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contract Vendor subcontracts any or all of the work to be performed under the Master Agreement, the Contract Vendor shall retain responsibility under the terms of this article for such work. 15. HAZARDOUS SUBSTANCES. To the extent that the goods to be supplied by the Contract Vendor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable State and federal laws and regulations, the Contract Vendor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery. 16. HUMAN RIGHTS/AFFIRMATIVE ACTION. The Lead State requires affirmative action compliance by its Contract Vendors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600. a. Covered contracts and Contract Vendors. One-time acquisitions, or a contract for a predetermined amount of goods and/or services, where the amount of your response is in excess of $100,000 requires completion of the Affirmative Action Certification page. If the solicitation is for a contract for an indeterminate amount of goods and/or services, and the State estimated total value of the contract exceeds $100,000 whether it will be a multiple award contract or not, you must complete the Affirmative Action Certification page. If the contract dollar amount or the State estimated total contract amount exceeds $100,000 and the Contract Vendor employed more than 18 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, the Contract Vendor must comply with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600. A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400 to 5000.3600 that had more than 40 full-time employees within Minnesota on a single working day during the previous 12 months must have a certificate of compliance issued by the commissioner of the Department of Human Rights (certificate of compliance). A Contract Vendor covered by Minn. Stat. § 363A.36, subd. 1 that did not have more than 40 full-time employees on a single working day during the previous 12 months within Minnesota but that did have more than 40 full-time employees in the state where it has its principal place of business and that does not have a certificate of compliance must certify that it is in compliance with federal affirmative action requirements. b. Minn. Stat. § 363A.36, subd. 1 requires the Contract Vendor to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the commissioner of the Department of Human Rights (commissioner) as indicated by a certificate of compliance. Minn. Stat. § 363A.36 addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided. c. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contract Vendor's compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and parts 5000.3552-5000.3559. d. Disabled Workers. Minn. R. 5000.3550 provides the Contract Vendor must comply with the following affirmative action requirements for disabled workers. AFFIRMATIVE ACTION FOR DISABLED WORKERS (a) The Contract Vendor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contract Vendor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contract Vendor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contract Vendor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (d) The Contract Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contract Vendor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons. e. Consequences. The consequences of a Contract Vendor's failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State. 19 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. 17. INDEMNIFICATION. NEGOTIATED. The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the Participating Entity, its representatives and employees, from any and all third party claims or causes of action for personal bodily injury, including death, and damage to tangible personal property, including all legal fees incurred by the Lead State and the Participating Entity arising from the negligence in the performance of the Master Agreement by the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal remedies the Contract Vendor may have with the Lead State's and Participating Entity's failure to fulfill its obligations pursuant to the Master Agreement. If the Participating Entity's laws require approval of a third party to defend Participating Entity, Participating Entity will seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity. 18. INTELLECTUAL PROPERTY INDEMNIFICATION. NEGOTIATED In the event of any such claim by any third party against the Participating Entity that Products, Software, Services or Deliverables (excluding Third-Party Products and open source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Participating Entity shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the extent permitted by the Participating Entity's laws, and hold harmless the Participating Entity against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Participating Entity. If Contract Vendor receives prompt notice such a claim that in the ContractVendor's opinion is likely to result in an adverse ruling, the Contract Vendor shall at its option (1) obtain a right for the Participating Entity to continue using such Products, Deliverables or Software or allow Contract Vendor to continue performing the Services; (2) modify such Products, Software, Services or Deliverables to make them non-infringing; (3) replace such Products, Software, Services or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables or Software. Notwithstanding the foregoing, Contract Vendor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services Deliverables that were not performed by or on behalf of Contract Vendor; (2) the combination, operation, or use of the Products, Software, Services or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contract Vendor's compliance with Participating Entity's written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Participating Entity. Contract Vendor's duty to indemnify and defend under this Section is contingent upon: (x) Contract Vendor receiving prompt written notice of the third-party claim or action for which Contract Vendor must indemnify Participating Entity, (y) Contract Vendor having the right to solely control the defense and resolution of such claim or action, and (z) Participating Entity's cooperation with Contract Vendor in defending and resolving such claim or action. This Section states Participating Entity's exclusive remedies for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Contract Vendor to provide any greater indemnity to Participating Entity. 19. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or any breach thereof. 20. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. 21. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat.§ 16C.145, the Contract Vendor shall comply with the following nonvisual technology access standards : 20 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. a. That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; b. That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; c. That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired. 22. NOTICE TO RESPONDERS. Pursuant to Minn. Stat. § 270C.65, subd. 3, Contract Vendors are required to provide their Federal Employer Identification Number or Social Security Number. This information may be used in the enforcement of federal and State tax laws. Supplying these numbers could result in action to require a Contract Vendor to file tax returns and pay delinquent tax liabilities. These numbers will be available to federal and State tax authorities and State personnel involved in the payment of State obligations. 23. ORGANIZATIONAL CONFLICTS OF INTEREST. The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons: • a Contract Vendor is unable or potentially unable to render impartial assistance or advice to the State; • the Contract Vendor's objectivity in performing the work is or might be otherwise impaired; or • the Contract Vendor has an unfair competitive advantage. The Contract Vendor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Department of Administration's Materials Management Division that shall include a description of the action the Contract Vendor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the Master Agreement. In the event the Contract Vendor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms "Contract,""Contract Vendor," "Master Agreement", "Master Agreement Administrator'' and "Contract Administrator" modified appropriately to preserve the State's rights. 24. PAYMENT CARD INDUSTRY DATA SECURITY STANDARD AND CARDHOLDER INFORMATION SECURITY. Contract Vendor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard ("PCIDSS"). "Network Components" shall include, but are not limited to, Contract Vendor's firewalls, switches, routers, wireless access points, network appliances, and other security appliances; "Applications" shall include, but are not limited to, all purchased and custom external (web) applications. "Servers" shall include, but are not limited to, all of Contract Vendor's web, database, authentication, DNS, mail, proxy, and NTP servers. "Cardholder Data" shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder's account number, expiration date, name, address, social security number, or telephone number. Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contract Vendor must have a business continuity program which confonms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the State shall be provided with full cooperation and access to conduct a thorough security 21 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. review of Contract Vendor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS. 25. PERFORMANCE WHILE DISPUTE IS PENDING. Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. 26. PREFERENCE. Targeted/Economically Disadvantaged.ln accordance with Minn. Stat. § 16C.16, subds. 6 and 7, eligible certified targeted group (TG) businesses and certified economically disadvantaged (ED) businesses will receive a 6 percent preference on the basis of award for this RFP. The preference is applied only to the first $500,000 of the response to the RFP. Eligible TG businesses must be currently certified by the Materials Management Division prior to the bid opening date and time. To verify TG/ED certification, refer to the Materials Management Division's web site at www.mmd.admin.state.mn.usunder "Vendor Information, Directory of Certified TG/ED Vendors." To verify TG eligibility for preference, refer to the Materials Management Division's web site under "Vendor Information, Targeted Groups Eligible for Preference in State Purchasing" or call the Division's Helpline at 651.296.2600. Reciprocal Preference. In accordance with Minn. Stat. §16C.06, subd 7, the acquisition of goods or services shall be allowed a preference over a non-resident vendor from a state that gives or requires a preference to vendors from that state, the preference shall be equal to the preference given or required by the state of the non-resident vendor. If you wish to be considered a Minnesota Resident vendor you must claim that by filling out the Resident Vendor Form included in this sol(citation and include it in your response. Veteran. In accordance with Minn. Stat.§ 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference in the amount bid on state procurement to certified small businesses that are majority-owned and operated by: (1) recently separated veterans who have served in active military service, at any time on or after September 11, 2001, and who have been discharged under honorable conditions from active service, as indicated by the person's United States Department of Defense form DD-214 or by the commissioner of veterans affairs; (2) veterans with service-connected disabilities, as determined at any time by the United States Department of Veterans Affairs; or (3) any other veteran-owned small businesses certified under section 16C.19, paragraph (d). In accordance with Minn. Stat.§ 16C.19 (d), a veteran-owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74. To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time. The preference is applied only to the first $500,000 of the response. If responder is claiming the veteran-owned preference, attach documentation, sign and return form with response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference. 27. PUBLIC INFORMATION. Once the information contained in the responses is deemed public information, interested parties may request to obtain the public information. You may call 651.201.2413 between the hours of 8:00 a.m. to 4:30 p.m. to arrange this. 28. PUBLICITY. Any publicity given to the program, publications or services provided resulting from a State contract for goods or services, including but not limited to notices, informational pamphlets, press releases, research, reports, signs and similar public notices prepared by or for the Contract Vendor, or its employees individually or jointly with others, or any subcontractors, shall identify the State as the sponsoring agency and shall not be released, unless such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the State's Authorized Representative and the State's Assistant Director or designee of Materials Management Division. The Contract Vendor shall make no representations of the State's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of the Master Agreement without the prior written consent of the 22 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. State's Assistant Director or designee of Materials Management Division. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. 29. PURCHASE ORDERS. NEGOTIATED. The State requires that there will be no minimum order requirements or charges to process an individual purchase order. The Master Agreement number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity's purchase order constitutes a binding contract. Unless otherwise expressly agreed between a Purchasing Entity and the Contract Vendor, any preprinted terms on the Purchasing Entity's purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Master Agreement or the Participating Addendum shall be binding on Contract Vendor. 30. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: a. reject any and all responses received; b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and f. terminate negotiations and select the next response providing the best value for the State, prepare and release a new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful Master Agreement. 31. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor or their authorized agent. 32. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed. 33. STATE AUDITS (Minn. Stat.§ 16C.05, subd. 5). The books, records, documents, and accounting procedures and practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions. 34. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs: Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees. 35. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat.§ 13.37 23 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. DEPARTMENT OF ADMINI-STRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT 8 -PRICING 1. BAND(S) AWARDED: Band 1: Desktop Band 2: Laptop Band 3: Tablet Band 4: Server Band 5: Storage. 2. PRICE STRUCTURE. The contract employs a MINIMUM discount-off baseline price list structure with category exceptions for each band. The category discounts may be higher or lower than the than the band discount. The minimum discount and categorized exceptions will be applied to all "quantity one" procurements. An end user will be able to verify pricing using the named base line price list and the minimum discounts with the categorized exceptions provided in the Master Agreement. 3. PRICE GUARANTEE. These discounts must remain firm, or the discount may be increased, during the term of the Master Agreement. 4. BASELINE PRICE LIST. The Base Line Price is designated in the Pricing Discount Schedule. The Base Line Price List must be accessible and verifiable by potential end users preferably on the Contract Vendor Website. All historic versions of the Baseline Price List must be made available upon request pursuant to the audit provisions. 5. PRODUCT AND SERVICE SCHEDULE (PSS). The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. 6. CHANGES TO THE PSS. Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 7. BULKNOLUME PRICING. Further bulk/quantity savings may be obtained when additional quantities are requested. Additional savings are expected when competing awarded vendors for volume pricing. 8. PROMOTIONAL OFFERS. Contract Vendors may provide promotions for deeply discounted products based on their inventory and sales. The Contract Vendors will be responsible to market these offers. 9. PREMIUM SAVINGS PACKAGE PROGRAM. Contract Vendors participating in the Premium Savings Package (PSP) Program will commit to the standard configurations. The standards currently are refreshed every six months (May and November). Refresh schedule is subject to change. See current configurations: http:/lwww.wnpsp.com/index.html. States and other Participating Entities can choose to purchase these packages without any signing additional documents. 10. TRADE-IN. Trade-In Programs are the option of the Participating Entity. The Participating Addendum by each State may address the allowance of Trade-Ins. 11. SERVICES. Services are at the option of the Participating Entity. The Participating Addendum by each State may address service agreement terms and related travel. 24 CONTRACT NO. MNWNC·10B MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 12. LEASING. The Discount schedule will indicate if the Contract Vendor provides leasing. Participating Entities may enter in to lease agreements if they have the legal authority to enter into these types of agreements. The Participating Addendum by each State will identify if and how leasing agreement terms will be conducted. 13. FREIGHT. All prices shall be FOB Destination, prepaid and allowed (with freight included in the price), to the address, receiving dock or warehouse as specified on the ordering agency's purchase order, In those situations in which the "deliver-to" address has no receiving dock or agents, the Contract Vendor must be able to deliver to the person specified on the PO without additional cost. If there is a special case where inside delivery fee must be charged, the Contract Vendor will notify the customer in advance in order for the customer to determine if the additional cost will affect the decision to utilize the Contract Vendor. 14. DELIVERY. Delivery of ordered product should be completed within thirty (30) calendar days after receipt of an order, unless otherwise agreed to by the ordering agency. 25 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. c. Adntbt ~.lflinnsstJta DEPARTMENT OF ADMINIStRATiON COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT B -PRICING SCHEDULE may .purchase warranty purchases of Category 0 Services, Dell will offer a 13.5% discount. 26 CONTRACT NO. MNWNC·10B MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT C -PRODUCT AND SERVICE SCHEDULE (PSS) 1. MAINTAINING THE PSS. The Product and Service Schedule (PSS) identifies a complete listing of all products and services included in the awarded Master Agreement. The PSS serves as the WSCA-NASPO Contract Catalog. The PSS will be submitted to the Lead State following contract award and must be approved by the Lead State prior to the start of any sales. The PSS must be available on the Contract Vendor website for end users to verify pricing based on the minimum discounts with category exceptions provided off a designated base line price list. The Contract Vendor will work with each State to develop a satisfactory PSS reflecting the individual States restrictions. The Contract Vendor will work to develop a PSS satisfactory to the Lead State prior to the start of sales and containing the following information: a. Band number b. Part# -SKU # c. Manufacturer d. Description e. Minimum Discount f. Category Code (This code will be refined during the approval process) g. Other fields approved by the Lead State 2. CHANGES TO THE PSS: Contract Vendor will request changes to the PSS utilizing an Action Request Form (ARF) Submittals will be reviewed by the Lead State quarterly. Obsolete and discontinued products will be removed. 3. FORMAT: The format for the final product and service schedule will be approved within 30 days of contract award. Suggested format is provided below: MANUFACTURER NAME BASELINE PRICE LIST: ------------ DATE: ___________ _ LINK:------------------ BAND Part#-SKU# MANUFACTURER DESCRIPTION MINIMUM CATEGORY DISCOUNT CODE 1 XYZ ABC DESKTOP 60% 1M 2 550 zzzzzzz LAPTOP CART 10% 2TM 3 123A ABC SUPER TABLET 25% 3A 4. THIRD PARTY PRODUCTS: A list of third party products is to be submitted to the Lead State. Approval must be received from the Lead State prior to adding third party products to the Product and Service Schedule. Master Agreement restrictions of third party products include: a. Contract Vendors can only offer Third Party Products in the bands they have been awarded. b. ContractVendor cannot offer products manufactured by another Contract Vendor holding a Minnesota WSCA-NASPO Master Agreement unless approved by the Lead State. c. The Contract Vendor will assign the manufacturer or publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues. d. Any additions to the Third Party Product list must be submitted utilizing the Action Request Form. e. The approved Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved. 27 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. Adhl1:h 'Minnesota DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT D -WEBSITE 1. IMPLEMENTATION. Within 30 calendar days of Master Agreement award, the Contract Vendor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contract Vendor will have 15 calendar days to provide revisions to the Lead State. Once the website is approved, the Contract Vendor may not make material changes to the website without notifying the Lead State and receiving written approval of the changes utilizing the Action Request Form. The Contract Vendor must continue to monitor and update the website throughout the life of the contract. Periodic audits may be conducted to ensure websites are updated and Contract Vendors will be expected to correct deficiencies. 2. WEBSITE CONTENT. The website must be separate from the Contract Vendor's commercially available (i.e., public) on-line catalog and ordering systems. Contract Vendor agrees to pursue design of a website to include the items listed below. The Lead State will review and determine acceptability of the website format and data as stated in Item 1 above. a. Baseline Price List and historic versions b. Approved Product and Service Schedule (PSS) c. Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote d. Third Party Product list will be clearly posted on the Vendor provided website and updated as products are approved e. Link to the WSCA-NASPO EmarketCenter f. Online ordering capability with the ability to remember multiple ship to locations if applicable to product g. Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns h. Sales representatives for participating entities i. Purchase order tracking j. Available Twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance k. Additional Terms may not be posted on the Website without written approval of the Lead State I. Link to the WSCA-NASPO EmarketCenter if a State is participating • m. Information on accessibility and accessible products n. If participating in Premium Savings Package Program, lead with these products and display prominently on the website o. Links to environmental certification, including but not limited to take-back/recycling programs, p. Information regarding the use of Conflict minerals, as required by Section 13(p) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. See: http://www.sec.gov/rules/final/2012/34-67716.pdf q. Service options, service agreements for negotiations when allowed by a participating addendum r. EPEAT, Energy Star, etc. s. Link to Signed Participating Addendums t. Link to Signed Master Agreement u. Link to solicitation and Response 3. TERMINATION Upon termination or expiration of the Master Agreement awarded from this RFP all websites, on-line offering systems and Electronic Catalog functions supported and/or available as part of the Master Agreement will cease and be removed from public viewing access without redirecting to another website. 28 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. Ad1111n 'lllinnssota DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E-ACTION REQUEST UPDATE FORM (ARF) The Action Request Form (ARF) provided in this document must be utilized by the Contract Vendor to provide quarterly updates of PSS and to make requests. The Action Request Forms may be reviewed quarterly by the Lead State. DATE: ATTN: WSCA-NASPO Master Agreement Administrator RE: Master Agreement # ____ with ____________________ (Contract Vendor) Dear WSCA-NASPO Master Agreement Administrator: ---;:---;-;---..,.----;--:-,...-;---------(Contract Vendor) is providing the following update and/or requesting the action noted below. Action Requested: Action Log: ______ Verify Log is attached SELECT ACTION BELOW AND PROVIDE REQUIRED INFORMATION: _Update of Product & Service Schedule Provide summary of additions, deletions and pricing changes. NOTE: THIS WILL BE A NOTIFICATION OF CHANGES TO THE PSS, APPROVAL WILL NOT BE NEEDED _Quarterly Self Audit Check this box to verify the Quarterly Self Audit has been completed _Third Party Product Addition Provide warranty Guarantee _Marketing Approval Attach Materials for review _Material Website Change Describe and provide link for review _Miscellaneous Inquiry Provide detail (e.g. key contact change, etc.) The Contract Vendor certifies Products and Services provided meet the terms and conditions of the Master Agreement and understands they may be audited for compliance. Additional information may be requested upon submission. The Lead State may remove previously approved items throughout the life of the Master Agreement if in the best interest at its sole discretion. Contract Vendor: Name of Requester: Title of Requester: -------------- 29 CONTRACT NO. MNWNC·108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. Admtn --Minnesota DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT E -ACTION REQUEST FORM (ARF) ACTION REQUEST FORM LOG Submit updated Action Log with each .update. Log must provide history of previous update. CONTRACT VENDOR:. _________ _ Contact Name and Email (for questions):. ____________ _ DATE: ______ _ DATE ACTION REQUESTED: DATE SUBMITTED APPROVED ' 30 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT F -REPORTING 1. OWNERSHIP: Recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided. 2. DUE DATE: Reports shall be due no later than the last day of the month following the end of the calendar quarter . ... . ····· .. · FRO.M',o''•.;.' ]"0 . .·. DUE .. :• Q1 Januarv 1 March 31 April30 Q2 April1 June 30 Julv 31 Q3 July 1 September 30 October 31 04 October 1 December 31 January 31 3. REQUIRED REPORTS: Report Name Submitted to Purpose & Submittal 1 WSCA-NASPO Administrative Fee WSCA-Identify total sales and administrative fee due to WSCA- NASPO NASPO 1) Go to: htt(l://www.nas!lo.org/WNCPO/Calculator.as!lx 2) Complete all contract report infonmation fields 3) Enter total sales per State or Select "no sales for quarter" checkbox 4) Click on Submit button 2 WSCA-NASPO Detailed Sales WSCA-Detailed sales data by line item. Currently via an Excel Report NASPO template. Future MAY involve a portal. No modifications may be made by the Contract Vendor to the template. This report may also fulfill the reporting requirements of self audits, premium savings sales, and Bring Your Own Device Employee Sales. 3 Participating States Participating Contract Vendor may utilize the detailed sales report to report State to individual States unless otherwise directed by the State. States may require additional reporting. 4 Participating Addendum Status WSCA-Provides status of Participating Addendums. Excel Template NASPO to be provided by WSCA-NASPO. 5 Premium Saving Package (PSP) PSP Lead Additional reporting may be requested. 6 Quarterly Updates of PSS and Self Lead State Utilize the Action Request Form (ARF) Audit 31 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. Admin / lflinnsstJta DEPARTMENT OF ADMINISTRATION COMPUTER EQUIPMENT 2014-2019 MINNESOTA WSCA-NASPO MASTER AGREEMENT AWARD EXHIBIT G -DEFINITIONS Acceptance. See Master Agreement Terms regarding Acceptance and Acceptance Testing. Accessory. Accessories do not extend the functionality of the computer, but enhances the user experience i.e., mouse pad, monitor stand. For the purposes of this proposal, accessories are considered peripherals. Bands: For the purpose of this solicitation, there are six product bands which may be awarded. Each product band includes related peripherals and services. Responders must only respond to Bands in which they manufacture the defined product. Responder may receive an award in one or more bands for which they manufacture a product based on the evaluation. BAND 1: DESKTOP. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 2) display monitor and 3) input devices usually a keyboard and a mouse. All operating systems for tablets are allowed. Zero Clients, Thin clients, all in ones and workstations will also be included under desktops. Ruggedized equipment may also be included in the Product and Service schedule for this band. BAND 2: LAPTOP. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touch pad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. All operating systems for tablets are allowed. Laptops will include notebooks, ultrabook, mobile thin clients, chromebooks and netbooks. Computers with mobile operating systems will also be included under laptops. Tablets that have the option to be utilized with a keyboard can be sold in this band. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 3: TABLET. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. All operating systems for tablets are allowed. Ruggedized equipment may also be included as a category in the Product and Service Schedule for this band. BAND 4: SERVER. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. BAND 5: STORAGE. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. ElAND 6: RUGGEiDI:<:I!D DI!IJICEiS R~ggeEiizeEI releFS te devises s~esilisally ElesigReEite e~erate reliaBly iR harsh ~sage eR>JirGRmeRts aREI seRditieRs, sYsh as streRg viBratieRs, el!treme tem~eratYres aREI wet er EIYsty seREiitieRs. RYggedized Devises may alse Be ellered YA€ier BaREis 1 e elthe Master AgreemeRI. BAND 6 REMOVED. RUGGEDIZED EQUIPMENT MAY BE SOLD IN BANDS 1-5, PROVIDED IT MEETS BAND REQUIREMENTS. Cloud Services. Delivery of computing as a service rather than a product, whereby shared resources, software and information are provided to computers and other devices as a utility over a network, such as the Internet. (Cloud Services including acquisitions structured as managed on-site services are not allowed.) Contract Vendor or Contractor. The manufacturer responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contract Vendor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. For the purposes of this RFP, the term Partner will be utilized in naming the relationship a manufacturer has with another company to market and sell the contract. Participating States will have final determination/approval if a Partner may be approved for that state in the role identified by the Contract Vendor. Components. Parts that make up a computer configuration. Configuration. The combination of hardware and software components that make up the total functioning system. Desktop. This is Band 1 of this solicitation. A desktop computer is a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: 1) the processor, 32 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. 2) display monitor and 3) input devices usually a keyboard and a mouse. Desktop virtualization endpoints such as zero and thin clients will also be included under the Desktop Band. Energy Star®. A voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency. The Energy Star program makes identification of energy efficient computers easy by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. Energy Star qualified computers and monitors automatically power down to 15 watts or less when not in use and may actually last longer than conventional products because they spend a large portion of time in a low-power sleep mode. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www:energystar.gov. EPEAT. A system for identifying more environmentally preferable computer desktops, laptops, and monitors. It includes an ANSI standard-the IEEE 1680 EPEAT standard-and website www.epeat.net to identify products manufacturers have declared as meeting the standard. EPEAT provides a clear and consistent set of performance criteria for the design of products. It is not a third-party certification program. Instead, Manufacturers self-certify that their products are in conformance with the environmental performance standard for electronic products. FOB Destination. Shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required. FOB Inside Delivery. Special Shipping arrangements, such as inside delivery, may include additional fees payable by the Purchasing Entity. Any FOB inside delivery must be annotated on the Purchasing Entity ordering document. General Consulting. Services related to advising agencies on how best to use information technology to meet business objectives. Examples of such services would include management and administration of IT systems. Each State will have varying laws, rules, policies and procedures surrounding general consulting which need adherence. Minnesota Statute section 16C.08 defines general consulting for the State of Minnesota. https://www.revisor.mn.gov/statutes/?id=16C.08 Laptop. This is Band 2 of this solicitation. A laptop computer is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery. Laptop Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also be included under the Laptop Band. Lead State. The State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Minnesota is the Lead State for this procurement and the laws of Minnesota Statute Chapter 16C apply to this procurement. Manufacturer. A company that, as one of its primary business function, designs, assembles owns the trademark/patent and markets branded computer equipment. Master Agreement. The underlying agreement executed by and between the Lead State and the Contract Vendor. Middleware. Middleware is the software "glue" that helps programs and databases (which may be on different computers) work together. Its most basic function is to enable communication between different pieces of software. Options. An item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features. Order. A purchase order, sales order, or other document used by a Purchasing Entity to order the Equipment. Participating Addendum. A written statement of agreement signed by the Contract Vendor and a Participating State or other Participating Entity that clarifies the operation of this Master Agreement for the Participating Entity (e.g., ordering procedures specific to a Participating State) and may add other state-specific language or other requirements. A Participating Addendum evidences the Participant's willingness to purchase and the Contract Vendor's willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon. Participating States. States that utilize the Master Agreement established by the RFP and enter into a Participating Addendum which further defines their participation. Participating Entity. A Participating State, or other legal entity, properly authorized by a Participating State to enter into the Master Agreement through a Participating Addendum and that authorizes orders from the Master Agreement by Purchasing Entities. Under the WSCA-NASPO program, in some cases, local governments, political subdivisions or other entities in a State may be authorized by the chief procurement official to execute its own Participating Addendum where a Participating Addendum is not executed by the chief procurement official for that state that covers local governments, political subdivisions, or other government entities in the state. Partner. A company, authorized by the Contract Vendor and approved by the Participating State, to provide marketing, support, or other authorized contract services on behalf of the Contract Vendor in accordance with the terms and conditions of the Contract Vendor's Master Agreement. In the RFP, Partner is the term that is used to call out the many different relationships a manufacturer may have with another company to market their product including, but not limited to agents, subcontractors, partners, fulfillment partners, channel partners, business partners, servicing subcontractor, etc. Peripherals. A peripheral means any hardware product that can be attached to, added within or networked with personal computers, servers and storage. Peripherals extend the functionality of a computer without modifying the core components of the system. For the purposes of this proposal, peripherals are defined as including accessories. Peripherals may be manufactured by a third party, however, Contract Vendor shall not offer any peripherals manufactured by another Contract Vendor holding a Master Agreement. The Contract Vendors shall provide the warranty service and 33 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. maintenance for all peripherals on the Master Agreement. Examples of peripherals/accessories/options: Include but are not limited to: printers, monitors, multifunction printers, audiovisual equipment, instructional equipment, cabling, modems, networking to support server, storage and client applications such as routers, switches. Software is an option which must be related to the purchase of equipment and subject to configuration limits. Third party products are allowed to be offered as peripherals/accessories/options and may be offered in any related band. Per Transaction Multiple Unit Discount. A contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase. Premium Savings Packages. Deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. This specification includes a commitment to maintain and upgrade (keep pace with the advance of technology) the standard configurations for a stated period of time or intervals. WSCA-NASPO reserves the right to expand and modify the PSP throughout the life of the contract. See http://www.wnpsp.com/index.html. Purchasing Entity-means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues an order against the Master Agreement and becomes financially committed to the purchase. Ruggedized. This was band 6 of this solicitation. Ruggedized refers to equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures and wet or dusty conditions. Services. Broadly classed as installation/de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These types of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or equipment components), asset management, recycling/disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk/helpdesk, and any other directly related technical support service required for the effective operation of a product offered or supplied. Contract Vendors may offer, but participating States and entities do not have to accept, limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts. EACH PARTICIPATING STATE DETERMINES RESTRICTIONS AND NEGOTIATES TERMS FOR SERVICES. Server. This is Band 4 of this solicitation. A server is a physical computer dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. This band also includes server appliances. Server appliances have their hardware and software preconfigured by the manufacturer. It also includes embedded networking components such as those found in blade chassis systems. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage. This is Band 5 of this solicitation. Storage is hardware with the ability to store large amounts of data. This band includes SAN switching necessary for the proper functioning of the storage environment. Ruggedized equipment may also be included in the Product and Service Schedule for this band. Storage Area Network. A storage area network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users. Storage as a Service (STaaS). An architecture model by which a provider allows a customer to rent or lease storage space on the provider's hardware infrastructure on a subscription basis. E.g., manage onsite or cloud services. Software. For the purposes of this proposal, software is commercial operating off the shelf machine-readable object code instructions including microcode, firmware and operating system software that are preloaded on equipment. The term "Software" applies to all parts of software and documentation, including new releases, updates, and modifications of software. Tablet. This is Band 3 of this solicitation. A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control. Tablet band may include notebooks, ultrabooks, and netbooks that are touchscreen capable. Takeback Program. The Contract Vendor's process for accepting the return of the equipment or other products at the end of life. Third Party Products. Products sold by the Contract Vendor which are manufactured by another company. Upgrade. Refers to replacement of existing software, hardware or hardware component with a newer version. Warranty. The Manufacturers general warranty tied to the product at the time of purchase. Wide Area Network or WAN. A data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers. WSCA-NASPO. The WSCA-NASPO cooperative purchasing program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501 (c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement Officials (NASPO). The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and rnay be performing contract administration functions as assigned by the Lead State Contract Administrator. 34 CONTRACT NO. MNWNC-108 MASTER AGREEMENT AWARD COMPUTER EQUIPMENT DELL MARKETING L. P. STATE OF MINNESOTA Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155 Voice: 651.296.2600 Fax: 651.297.3996 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 May 7, 2021 Alyssa Sayles EMC Corporation 176 South Street Hopkinton, MA 01748 Dear Ms. Sayles: Please find enclosed Amendment 3 to NASPO Master Agreement No. MNWNC-109 for you to complete and return. Using the DocuSign process, please have the attached document(s) signed and routed for the State’s execution by May 14, 2021. A current certificate of insurance from your insurer, in the amounts called for in the contract, is required now to complete the contract document. The insurance requirements are attached for your convenience. Please have your insurance provider send a copy of the COI electronically to Elizabeth Randa at Elizabeth.Randa@state.mn.us. No contract document will be executed with your company until the COI has been received and approved. If the Amendment is not properly executed it will be returned to you. Upon receipt of the properly executed document, and after signatures are obtained from the appropriate State authorities, a copy of the completed Amendment will be sent to your company. If you have any questions, please feel free to contact me. Sincerely, Andy Doran IT Acquisitions Supervisor Enclosure(s) cc: Pamela Kunhart DocuSign Envelope ID: EAC889CC-0F07-480E-AB62-8DFA4A153228 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Amendment No. 3 to NASPO Master Agreement MNWNC-109 AMENDMENT NO. 3 TO NASPO MASTER AGREEMENT NO. MNWNC-109 THIS AMENDMENT is by and between the State of Minnesota, acting through its Commissioner of Administration (“State”), and EMC Corporation, 176 South Street, Hopkinton, MA 01748 (“Contractor” or “Contract Vendor”). WHEREAS, the State has a Contract with the Contractor identified as NASPO Master Agreement No. MNWNC-109, April 15, 2015, through July 31, 2021 (“Contract”), to provide Computer Equipment, Peripherals & Related Services; and WHEREAS, Minn. Stat. § 16C.03, subd. 5, affords the Commissioner of Administration, or delegate pursuant to Minn. Stat. § 16C.03, subd. 16, the authority to amend contracts; and WHEREAS, the terms of the Contract allow the State to amend the Contract as specified herein, upon the mutual agreement of the Office of State Procurement and the Contractor in a fully executed amendment to the Contract. NOW, THEREFORE, it is agreed by the parties to amend the Contract as follows: 1. That NASPO Master Agreement No. MNWNC-109 is extended through July 31, 2022, at the same prices, terms, and conditions. This Amendment is effective beginning August 1, 2021, or upon the date that the final required signatures are obtained, whichever occurs later, and shall remain in effect through contract expiration, or until the Contract is canceled, whichever occurs first. Except as herein amended, the provisions of the Contract between the parties hereto are expressly reaffirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed intending to be bound thereby. 1. EMC Corporation The Contractor certifies that the appropriate person(s) have executed this Amendment on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances. By: Signature Printed Name Title: Date: By: Signature Printed Name Title: Date: 2. Office of State Procurement In accordance with Minn. Stat. § 16C.03, subd. 3. By: Title: Acquisition Management Specialist Date: 3. Commissioner of Administration Or delegated representative. By: Date: DocuSign Envelope ID: EAC889CC-0F07-480E-AB62-8DFA4A153228 Contract Administrator 5/10/2021 Alyssa Sayles 5/14/2021 5/14/2021 iJ ~ 5 CA~~OR;·l!A DEPARH1ENT OF - 1.;11 Gt:.NERAL SERVIC!::S November 10, 2015 Ms. Kristine French EMC Corporation 2999 Douglas Blvd., Suite 275 Roseville, CA 95661 Subject: California Participating Addendum Execution Notice Govemor Edmund G. Brow~ Jr. Attached is a copy of the following executed California Participating Addendum: Participating Addendum No.: 7-15-70-34-004 Effective Dates: November 10, 2015 through March 31, 2017 Cooperative Agreement: Minnesota WSCA-NASPO Master Price Agreement No. # 1 09 Commodity/Service: Computer Equipment Agencies use of this Participating Addendum is optional. Execution of this Participating Addendum shall not be construed as a commitment to purchase any or all of the offered products and services from your firm. Contractor is requested to provide the following items to the State Contract Administrator. by November 25, 2015 for review: 1. Proposed website which will be dedicated to this P~rticipating Addendum 2. Copy of Insurance Certificates Should you have any questions, please contact me at julie.matthews@dgs.ca.gov. JULIE MATTHEWS State Contract Administrator Multiple Awards Program Attachment PROCUREMENT DIVISION I State of California I State Consumer Services Agency 707 3rd Street. 8th Floor I West Sacramento, CA 95605 1 t 916.375.4400 f 916.375.4613 PARTICIPATING ADDENDUM NASPO ValuePoint Cooperative Purchasing Program COMPUTER EQUIPMENT MASTER AGREEMENT Minnesota Master Agreement No.: MNWNC-109 California Participating Addendum No. 7-15-70-34-004 EMC CORPORATION, WHICH WILL DO BUSINESS IN CALIFORNIA AS EMC PERIPHERALS INC. (Contractor) This Participating Addendum Number 7-15-70-34-004 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and EMC Peripherals Inc. (hereafter referred to as "Contractor") under the NASPO ValuePoint Cooperative Purchasing Program Master Agreement Number MNWNC-109 ("Master Agreement") executed by the State of Minnesota. 1. Scope A. This Participating Addendum covers the purchase of Computer Equipment under the Master Agreement for the following product bands: Band 5 -Storage B. This Participating Addendum is available for use by California political subdivisions/local governments (hereafter referred to as "Purchasing Entities"). A political subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. C. Political subdivision/local government use of this Participating Addendum is optional. Each political subdivision/local government is to make its own determination whether this Participating Addendum and the Minnesota Master Agreement are consistent with its procurement policies and regulations. 2. Term A. The term of this Participating Addendum shall begin upon signature approval by the State and will end March 31, 2017, or upon termination by the State, whichever occurs first. B. Lead State amendments to extend the Master Agreement term date are automatically incorporated into this Participating Addendum unless terminated early in accordance with the terms and conditions of the Master Agreement or this Participating Addendum. Page 1 of6 3. Order of Precedence Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply: A. California Participating Addendum 7-15-70-34-004 B. Minnesota WSCA-NASPO Master Agreement MNWNC-109 4. Terms and Conditions The California General Provisions-Information Technology (GSPD4011T), revised and effective 09/5/14, is hereby incorporated by reference and made a part of this Participating Addendum. The 12 page document is available at: http://www.documents.dgs.ca.gov/pd/poliproc/GSPD4011T14_0905.pdf. 5. Price List Contractor shall maintain a website dedicated to this Participating Addendum which contains the Product and Service Schedule (PSS) and designated base line price list for participating entities to verify product/service pricing and applicable discounts offered under the Master Agreement. 6. Partner Utilization A. Contractor may use Partners under this Participating Addendum for sales and service functions as defined herein. Each Purchasing Entity will determine whether use of Partners is consistent with its procurement policies and regulations. B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Partners. C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements. D. Partners are classified as follows: 1 ) "Authorized Reseller" a. Authorized Resellers may provide quotes, accept purchase orders, fulfill purchase orders, perform maintenance/warranty services and accept payment from ordering agencies for products and associated services offered under this Participating Addendum. b. Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements. c. All purchase documents to Authorized Resellers shall reference the Participating Addendum Number. d. If applicable, Authorized Reseller(s) under this Participating Addendum will be listed on the Contractor's dedicated website. Page 2 of6 7. Invoicing Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. The Participating Addendum Number and Ordering Agency Purchase Order Number shall appear on each purchase order and invoice for all purchases placed under this Participating Addendum. 8. Usage Reporting A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the WSCA-NASPO Detailed Sales report template. B. The report is due even when there is no activity. C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at PDWSCA@dgs.ca.gov. D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State. E. Tax must not be included in the report, even if it is on the purchase order. F. Reports are due for each quarter as follows: Reporting Period Due Date JUL 1 to SEP30 OCT31 OCT 1 to DEC31 JAN 31 JAN 1 to MAR31 APR30 APR 1 to JUN 30 JUL 31 G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract. 9. Administrative Fee A. Contractor shall submit a check, payable to the State of California, remitted to the Department of General Services, Procurement Division for the calculated amount equal to one percent (0.01) of the sales for the quarterly period. B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information. Page 3 of6 C. Administrative fee checks shall be submitted to: State of California Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. Department of General Services, Procurement Division Attention: Multiple Awards Program 707 3rd Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 D. The administrative fee shall not be included as an adjustment to Contractor's Master Agreement pricing. E. The administrative fee shall not be invoiced or charged to the ordering agency. F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a Purchasing Entity. G. Administrative fee checks are due for each quarter as follows: Reporting Period Due Date JUL 1 to SEP30 OCT31 OCT 1 to DEC31 JAN 31 JAN 1 to MAR31 APR30 APR 1 to JUN 30 JUL 31 H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract. 1 0. Contract Management A. The primary contact individuals this Participating Addendum shall be as follows: Contractor Name: Kristine French Phone: (916) 797-7044 or (877) 598-4915 Fax: (916) 774-9511 E-Mail: Kristine. French@emc.com Address: 299 Douglas Blvd. Suite 275 Roseville, CA 95661 Page4 of6 Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. State Contract Administrator Name: Julie Matthews Phone: (916) 375-4612 Fax: (916) 375-4663 E-Mail: Julie.Matthews@dgs.ca.gov Address: Department of General Services Procurement Division 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 B. Should the contact information for either party change, the party will provide written notice with updated information no later than ten business days after the change. 11. Termination of Agreement The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 12. Agreement A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms. B. By signing below Contractor agrees to offer the same products/and or services as on the Master Agreement, at prices equal to or lower than the prices on that contract. Page 5 of6 Participating Addendum No. 7-15-70-34-004 EMC Peripherals Inc. C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. Participating State: Contractor: STATE OF CALIFORNIA~ By: CCJ.. __ EMC PERIPHERALS I~ By: %1 ~ ~AB-1_ Name: Jim Butler Name: Joseph F. Spaniol III Title: Deputy Director Title: Vice President Federal & Public Sector Contracts Date: f\/{o{~ Date: 1115/15 Page 6 of6 NASPO ValuePoint Indirect VAR RR 04/24/15 Page 1 of 7 Dell Customer Communication - Confidential EMC Corporation Indirect Value Added Reseller Agreement Pursuant to NASPO ValuePoint Master Agreement for Computer Equipment: Storage Related Peripherals & Services Contract No. MNWNC-109 This NASPO ValuePoint (formerly WSCA-NASPO) Indirect Value Added Reseller Agreement (“Agreement”) is made between EMC Corporation (“EMC”) and _The RE DESIGN Group________ (“VAR”) and is entered into on the date of final signature by EMC (“Effective Date”). This NASPO ValuePoint VAR Agreement is for fulfillment of orders under the EMC NASPO ValuePoint Master Agreement for Computer Equipment: Storage Related Peripherals & Services Contract No. MNWNC-109 and all Participating Addenda as listed in Exhibit A (“NASPO ValuePoint Storage Contract”). 1. Scope This Agreement sets out the terms and conditions under which VAR will resell EMC products or services and fulfill orders under the NASPO ValuePoint Storage Contract, and is the basis of authorization for VAR to sell to the Participating States or other Participating Entities as defined in the NASPO ValuePoint Storage Contract. 2. EMC NASPO ValuePoint Authorization 2.1. VAR agrees that this Agreement is required as a condition for EMC authorization of VAR to sell EMC products or services to eligible purchasing entities under the NASPO ValuePoint Storage Contract. 2.2. VAR agrees that EMC may cancel its authorization for VAR to sell EMC products or services under the NASPO ValuePoint Storage Contract under the termination provisions of this Agreement. 2.3. VAR is authorized to resell EMC products and services listed on the NASPO ValuePoint Storage Contract that VAR acquires from an EMC authorized distributor. VAR’s terms of purchase are governed by VAR’s reseller agreement with VAR’s distributor (“Reseller Agreement”). VAR must maintain a Reseller Agreement with an EMC authorized distributor through the life of this Agreement. 2.4. Nothing in this Agreement shall establish a direct reseller relationship between EMC and VAR. 3. NASPO ValuePoint Storage Contract Binding on VAR; Indemnity for Breach 3.1. VAR acknowledges receipt of a complete copy of the NASPO ValuePoint Storage Contract. 3.2. VAR agrees to be bound by the terms and conditions of the NASPO ValuePoint Storage Contract and shall be liable to NASPO ValuePoint, entities associated with all Participating Addenda listed in Exhibit A and EMC for any breach by VAR. 3.3. VAR shall defend, indemnify and hold EMC harmless from any and all liability, claims, and expenses of whatever kind and nature for failure by VAR to comply with the terms and conditions of the NASPO ValuePoint Storage Contract. NASPO ValuePoint Indirect VAR RR 04/24/15 Page 2 of 7 Dell Customer Communication - Confidential 4. Term and Termination 4.1. This Agreement begins on the Effective Date and shall co-terminate with the NASPO ValuePoint Storage Contract, unless terminated earlier as follows. 4.2. This Agreement shall automatically terminate with the termination or expiration of the Reseller Agreement. 4.3. Either party may terminate this Agreement without cause with thirty (30) days written notice to the other party. 4.4. Either party (individually “Terminating Party”) may, by written notice, terminate the whole or any part of this Agreement for cause if the non-terminating party fails materially or repeatedly to perform an obligation of such party hereunder, and has not cured such failure within ten (10) Business Days of receipt of written notification by the Terminating Party of such failure to perform, or within any extension granted in writing by the Terminating Party. 4.5. Notwithstanding anything herein to the contrary, no termination of this Agreement shall release either party from its obligation to pay the other party any amounts which accrued prior to such termination, or relieve either party from an obligation to fulfill any outstanding obligations or remedy a breach of the Agreement or NASPO ValuePoint Storage Contract. 4.6. Termination of this Agreement or the Reseller Agreement shall cancel VAR’s authority to act as a reseller to sell under the NASPO ValuePoint Storage Contract. 5. Placement and Fulfillment of Orders 5.1. Purchase Orders under the NASPO ValuePoint Storage Contract are subject to the terms and conditions of the NASPO ValuePoint Storage Contract. 5.2. Purchase Orders under the NASPO ValuePoint Storage Contract shall be placed by Participating States and Participating Entities directly with VAR. 5.3. VAR will fulfill orders and submit its invoice as indicated in the Purchase Order. 6. NASPO ValuePoint Storage Contract Prices 6.1. Prices charged by VAR shall not exceed the prices set forth in the NASPO ValuePoint Storage Contract. 6.2. EMC agrees to provide NASPO ValuePoint Storage Contract pricing updates to VAR as frequently as updates are provided to NASPO ValuePoint. EMC will post all updates to the prices offered under the NASPO ValuePoint Storage Contract on its NASPO ValuePoint Storage Contract website at: https://www.emc.com/emcnaspovaluepoint . The VAR is responsible for verifying prices on the EMC NASPO ValuePoint Storage Contract website prior to providing a quotation under the NASPO ValuePoint Storage Contract. 7. Transaction Reporting and Purchase Order Copies 7.1. VAR shall provide a monthly transaction report, in a form specified by EMC, by the 5th business day following each month end. Partner shall not make a separate report to NASPO ValuePoint or to the individual State. Failure to file the monthly reports on a timely basis may constitute grounds for termination of this Agreement for cause. Transaction reports in Excel format should be emailed to EMC at SLED.Compliance@emc.com or faxed to (888) 580-6069. NASPO ValuePoint Indirect VAR RR 04/24/15 Page 3 of 7 Dell Customer Communication - Confidential 7.2. VAR shall provide EMC with copies of all customer Purchase Orders received under the NASPO ValuePoint Storage Contract with the monthly transaction report to support all transactions listed. 7.3. EMC is responsible for filing the consolidated NASPO ValuePoint Storage Contract report (and any required State reports) and paying any and all transaction fees associated with the NASPO ValuePoint Storage Contract. 7.4. VAR shall maintain all records necessary to properly account for the payments made to the VAR for sales made under the NASPO ValuePoint Storage Contract. These records will be retained by VAR for a minimum of five years after the NASPO ValuePoint Storage Contract terminates or final payment for any Purchase Order placed by a Purchasing Entity, or until all audits initiated within the five years have been completed, whichever is later. VAR agrees to allow EMC, the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General) and any other duly authorized agent of a governmental agency access to all the records for any order placed under the NASPO ValuePoint Storage Contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. 8. Incorporation by Reference 8.1. The NASPO ValuePoint Storage Contract is incorporated by reference as if set forth in full text. All Purchase Orders issued to VAR pursuant to this Agreement are subject to the terms and conditions of the NASPO ValuePoint Storage Contract. 9. Order of Precedence 9.1. As between the VAR and NASPO ValuePoint, in the event of a conflict between the terms of this Agreement and the terms of the NASPO ValuePoint Storage Contract, the terms of the NASPO ValuePoint Storage Contract shall prevail. 10. Notices 10.1. All notices, copies of Purchase Orders, directives, request or other written communications required or permitted to be given or sent by this Agreement, shall be deemed given (i) by overnight courier; (ii) by certified or registered mail; (iii) by US mail, (iv) by facsimile; or (v) by Email. Notices will be sent to the address, facsimile number or email address set forth below, or at such other address, facsimile number or email address as provided to the other party in writing. In the case of EMC: EMC Corporation ATTN: State & Local 2999 Douglas Blvd, Suite 275 Roseville, CA 95661 Email: NASPO.ValuePoint@emc.com FAX: 888-580-6069 Legal Notices to: EMC Corporation ATTN: Legal Department 176 South Street Hopkinton, MA 01748 Email: legalnotices@emc.com FAX 703-970-5466 NASPO ValuePoint Indirect VAR RR 04/24/15 Page 4 of 7 Dell Customer Communication - Confidential In Case of VAR: Email: FAX: 10.2 Either party may, by a notice given in accordance with the foregoing, change its address or designated recipient for notices. Any notice given as aforesaid shall be deemed to have been received on the date of the Email, the overnight mail or courier receipt, on the date imprinted by the facsimile machine, or five Business Days after deposit in the mail (first class, postage paid), whichever is applicable, unless the addressee party is able to establish conclusively that such notice was not received by it. 11. General 11.1. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the matters herein, and, except for those agreements that are incorporated by reference, supersedes all prior or contemporaneous representations or agreements, written or oral, with respect to the matters covered herein. 11.2. Neither party may assign this Agreement or any of its rights or obligations hereunder (including without limitation rights and duties of performance) to any third party or entity, and this Agreement may not be involuntarily assigned or assigned by operation of law, without the prior written consent of the non-assigning party, which consent may be given or withheld by such non- assigning party in the sole exercise of its discretion, except that either party may assign this Agreement as part of an assignment to any successor corporation in the event of a merger or acquisition. 11.3. Nothing in this Agreement is intended to create, or shall be construed as creating, a joint venture, partnership, or agency, or taxable entity between the parties, or any right to pledge the other's credit, it being understood that EMC and VAR are independent contractors. 11.4. This Agreement may not be altered, modified, amended or waived, in whole or in part, in any way, except by an instrument in writing signed by a duly authorized official of EMC and VAR. 11.5. Performance of any obligation required of a party hereunder may be waived only by a written waiver signed by a duly authorized official of the party for whose benefit such obligation was to be performed. Any waiver shall in no way be construed as a waiver of any subsequent breach of this Agreement by the other party. 11.6. If any provision of this Agreement is found void, invalid or unenforceable, it shall not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. 11.7. Neither party shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war, fire, earthquake, labor dispute, act of government or government agency or officers, or any other cause beyond such party's reasonable control. The Drala Project, Inc. DBA The [RE]DESIGN Group 2629 Manhattan Ave #307 Hermosa Beach, CA 90254 salesopsus@redesign-group.com N/A NASPO ValuePoint Indirect VAR RR 04/24/15 Page 6 of 7 Dell Customer Communication - Confidential Exhibit A EMC Corporation Indirect Value Added Reseller Agreement Pursuant to NASPO ValuePoint Master Agreement for Computer Equipment: Storage Related Peripherals & Services Contract No. MNWNC-109 Name of VAR – The RE DESIGN Group Authorized Participating Entities: 1.California State Contract Number 7-15-70-34-004; EMC NASPO Master Price Agreement Number MNWNC-109. Note: The NASPO ValuePoint Storage Contract and all Participating Addenda may be found at: https://www.emc.com/emcnaspovaluepoint EMC CA NASPO Contract Code: C000000878001 NASPO ValuePoint Indirect VAR RR 04/24/15 Page 7 of 7 Dell Customer Communication - Confidential Exhibit B Master Agreement Addendum NASPO ValuePoint Master Agreement for Computer Equipment: Storage Related Peripherals & Services Contract No. MNWNC-109 !!" !# !!" STAFF REPORT ITEM NO. ________6_________ TO: Honorable Mayor and Members of the City Council FROM: Lourdes Morales, Chief Deputy City Clerk DATE: November 17, 2021 SUBJECT: Second Reading of Ordinance No. 1464 Entitled: “An Ordinance of the City Council of the City of Baldwin Park, California, Amending the Baldwin Park Municipal Code, Title XV, Land Usage, Chapter 153, Zoning Code, Sections 153.040.070, 153.070.020, 153.120.350 and 153.120.370 Relating to Accessory Dwelling Units and Section 153.150.100 Relating to Tandem Parking” SUMMARY This report requests City Council’s consideration to approve the Second Reading of Ordinance No. 1464 to amend the City of Baldwin Parks Municipal Code related to Accessory Dwelling Units and Tandem Parking. Ordinance No. 1464 was introduced for first reading during a regular meeting of the City Council on November 3, 2021. RECOMMENDATION Staff recommends that the City Council waive second reading and adopt Ordinance No. 1464, entitled: “An Ordinance of the City Council of the City of Baldwin Park, California, Amending the Baldwin Park Municipal Code, Title XV, Land Usage, Chapter 153, Zoning Code, Sections 153.040.070, 153.070.020, 153.120.350 and 153.120.370 Relating to Accessory Dwelling Units and Section 153.150.100 Relating to Tandem Parking”. FISCAL IMPACT Not Applicable BACKGROUND Ordinance No. 1464 was introduced for first reading during a regular meeting of the City Council held on November 3, 2021. ALTERNATIVES Not Applicable LEGAL REVIEW This ordinance has been reviewed by the City Attorney ATTACHMENTS 1. Ordinance No. 1464 ORDINANCE NO. 1464 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK, CALIFORNIA AMENDING THE BALDWIN PARK MUNICIPAL CODE, TITLE XV, LAND USAGE, CHAPTER, 153, ZONING CODE, SECTIONS 153.040.070, 153.070.020, 153.120.350, 153.120.360 AND 153.120.370 RELATING TO ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY DWELLING UNITS AND SECTION 153.150.100 RELATING TO TANDEM PARKING WHEREAS, Baldwin Park Municipal Code Title VI, Land Usage, Chapter 153, Zoning Code, implements the City’s General Plan, establishing land use and development regulations in the City, which includes regulations governing the establishment of Accessory Dwelling Units in the R-1, R-G, and R-3 zoning districts in accordance with Government Code Section 65852.2. WHEREAS, in 2019, the California Legislature passed Assembly Bill 68, Assembly Bill 881, and Senate Bill 13 (the “ADU Bills”) amending Sections 65852.2 and 65852.22 of the California Government Code, which took effect on January 1, 2020, that regulates the establishment and occupancy of Accessory Dwelling Units (“ADUs”) and Junior Accessory Dwelling Units (“JADUs”); WHEREAS, on September 28, 2020, the California Governor approved Assembly Bill No. 3182, which, in part, further amends, amongst other provisions of State law, California Government Code Section 65852.2 – and takes effect on January 1, 2021; WHEREAS, the City of Baldwin Park desires to amend its local regulatory scheme for the construction, occupancy, and maintenance of ADUs and JADUs to ensure compliance with the modified provisions of the ADU Bills; WHEREAS, the ADU Bills require local jurisdictions to allow Accessory Dwelling Units (“ADUs”) on any property approved for residential use (including within single- family, multifamily, and mixed use zones); WHEREAS, although California Government Code Section 65852.2(E)(1) requires all jurisdictions to ministerially approve Accessory Dwelling Units (“ADUs”) that meet certain criteria on all zones approved for residential use (including within single-family, multifamily, and mixed use zones), California Government Code Section 65852.2 authorizes the City to limit other ADUs based upon the adequacy of water and sewer services and the impact of accessory dwelling units on traffic flow and public safety; WHEREAS, the Baldwin Park Municipal Code safeguards against vehicle, bicycle, and pedestrian collisions caused by visual obstructions at street intersections by prohibiting fences and walls in excess of thirty-six inches (36”) above street grade within Page | 2 the visibility triangle of any corner lot or reversed corner lot; where the visibility triangle is the triangle formed by the intersection of two streets having two sides of fifteen feet (15’) in length extending along the curb line of each street; WHEREAS, the City Council of Baldwin Park desires to continue to promote public safety measures along streets and pedestrian sidewalks/walkways adjacent to corner lots and reversed corner lots in the City by maintaining the requirement for a clear visibility triangle on all corner and reversed corner lots; WHEREAS, it is expected that property owners will seek to maximize the use and occupancy of their properties by taking advantage of the benefits provided by establishing Accessory Dwelling Units and/or Junior Accessory Dwelling Units; WHEREAS, approximately 100% of the residential properties within the City of Baldwin Park are located within 1/2 mile of public transit - thereby negating the City’s ability to require additional parking spaces for the Accessory Dwelling Units at those properties; WHEREAS, the City cannot require replacement parking for Accessory Dwelling Units resulting from the conversion of an attached or detached garage, carport, or other covered off-street parking space; WHEREAS, the ADU Bills further amended existing requirements for ADUs and JADUs, including, but not limited to, maximum setbacks allowed on new and existing structures, minimum parking requirements, minimum sizes for ADUs, owner occupancy of ADUs, and the maximum time allowed for local jurisdictions to review and approve or deny an application for an ADU or JADU; and, WHEREAS, the approval of ADUs and JADUs based solely on the default standards set forth in the ADU Bills, without local regulations governing height, setback, landscape, architectural design standards, and other aspects of ADUs and JADUs, would threaten the character of the neighborhoods, and would negatively impact, amongst other things, traffic flow, public safety, and property values within the City of Baldwin Park. NOW, THEREFORE, the City Council of the City of Baldwin Park does hereby ordain as follows: SECTION 1. The foregoing recitations are hereby adopted by the City Council as findings. Based on those findings, the City Council determines the public health, safety and general welfare of the City of Baldwin Park, its residents and property owners can benefit by amending the Baldwin Park Municipal Code (BPMC) to allow Accessory Dwelling Units and Junior Accessory Dwelling Units with development standards, and it is in the best interest of the community to amend the BPMC accordingly. SECTION 2. Based on the foregoing findings and determinations, Baldwin Park Municipal Code Title XV (“Land Usage”), Chapter 153 (“Zoning Code”), Subchapter Page | 3 153.040 (“Residential Zones”), Section 153.040.070 (“Accessory Structures”) is hereby amended and enacted to include Subsection (D) as follows: (D) Notwithstanding the provisions of Subsections 153.040.070(A) and 153.040.070(B), “accessory dwelling units” as defined by Section 153.120.360(B) shall be subject to the regulations and development standards as set forth in Section 153.120.360. SECTION 3. Baldwin Park Municipal Code Title XV (“Land Usage”), Chapter 153 (“Zoning Code”), Subchapter 153.070 (“Mixed-Use Zones”), Section 153.070.020 (“Use Regulations Table 153.070.020 - Permitted and Conditionally Permitted Uses within Mixed-Use Zones”) is hereby amended and enacted to include the following: TABLE 153.070.020 Permitted and Conditionally Permitted Uses within Mixed-Use Zones P CUP A -- Permitted use Conditional use permit required Accessory use Use not allowed Land Use MU-1 MU-2 Specific Regulations Accessory Dwelling Units P P 153.120 Part 11 SECTION 4. Based on the foregoing findings and determinations, Baldwin Park Municipal Code Title XV (“Land Usage”), Chapter 153 (“Zoning Code”), Subchapter 153.120 (“Standards for Specific Land Uses and Activities”), Part 11 (“Accessory Dwelling Units”) is hereby rescinded and replaced in its entirety as follows: PART 11 - Accessory Dwelling Units and Junior Accessory Dwelling Units Section 153.120.350 – Findings; Purpose and Intent; Definitions A. Findings. The City Council hereby finds and declares as follows: 1. Although California Government Code Sections 65852.2 and 65852.22 authorizes the construction and use of Accessory Dwelling Units and Junior Accessory Dwelling Units within areas zoned for residential use (including single-family, multifamily, and mixed use), the Government Code explicitly provides that local agencies may exclude areas based upon the adequacy of water and sewer services, as well as the impact of accessory dwelling units on traffic flow and public safety; 2. The City Council makes all findings set forth in Ordinance 1464 pertaining to the impact of Accessory Dwelling Units on Substandard Streets will have upon traffic flow and public safety. Allowing Accessory Dwelling Units on properties adjacent to Substandard Streets (as that term is defined in Subsection 153.120.350.C.9) would potentially have a detrimental impact upon traffic flow for residents upon those streets as a result of the lack of sufficient street parking and the increased demand therefor, as well as upon public safety resulting from the impact upon the ability of Page | 4 Emergency Service Personnel/First Responders to navigate upon Substandard Streets with the increased congestion; 3. California Government Code provides that local agencies my impose standards upon Accessory Dwelling Units and Junior Accessory Dwelling Units that include, but are not limited to, parking, height, setback, landscaping, architectural review, maximum size of a unit, and standards that prevent adverse impacts upon any real property that is listed in the California Register of Historic Resources; 4. The approval of Accessory Dwelling Units and Junior Accessory Dwelling Units based solely on the statutory standards set forth in the California Government Code, without local regulations governing height, setback, landscape, architectural review, among other things, would threaten the character of existing neighborhoods, and negatively impact property values, personal privacy, and fire safety; B. Purpose and Intent. These regulations are provided pursuant to Government Code §§65852.2 and 65852.22 to regulate the establishment, use, and occupancy of Accessory Dwelling Units and Junior Accessory Dwelling Units, and to establish standards to regulate the placement and design of Accessory Dwelling Units and Junior Accessory Dwelling Units in compliance with the Government Code. In addition to compliance with all other applicable statutes, ordinances and regulations, the regulations of Section 153.120.360 (“Accessory Dwelling Units - Use Regulations and Development Standards”) shall apply to all Accessory Dwelling Units and the regulations of Section 153.120.370 (“Junior Accessory Dwelling Units – Use Regulations and Development Standards”) shall apply to all Junior Accessory Dwelling Units. C. Definitions. Terms and phrases used in this Part shall have the same meaning as set forth in Section 153.220 of this Chapter, unless otherwise defined herein. Where there is a conflict between any term or phrase defined in Section 153.220 of this Chapter and Section 153.120.350.C, the definition set forth in Section 153.120.350.C shall control. 1. “Accessory Dwelling Unit” shall have the same meaning as that stated in California Government Code Section 65852.2(j)(1), as that Section may be amended from time to time. An “Accessory Dwelling Unit” shall also include any Second Dwelling Unit lawfully established and approved by the City in any R-1 Zone. 2. “Accessory Dwelling Unit – Junior” and “Junior Accessory Dwelling Unit” shall have the same meaning as that stated in California Government Code Section 65852.22(h)(1), as that Section may be amended from time to time. 3. “Accessory structure” shall mean an existing detached structure with a roof that is subordinate and incidental to a Primary Dwelling Unit that is located or proposed to be located on the same lot (such as a garage, pool house, or carriage house). 4. “Multifamily Dwelling” shall mean two or more residential dwellings that are attached to one another. “Multifamily Dwelling” shall not include multiple dwellings on a single lot that are not attached to one another. Page | 5 5. “Newly constructed” shall mean the construction of new walls and roofs, either attached or detached to an existing Primary Dwelling Unit or to an existing accessory structure on the lot or parcel. 6. “Owner” shall mean the property owner as set forth on the latest equalized County assessment roll, and shall include the following natural persons: a. Sole proprietor b. Partner of a partnership c. Member of a limited liability company d. Executive Officer of a corporation e. Trustor, trustee, or beneficiary of a trust For purposes of Section 153.120.360.F.1 (“Accessory Dwelling Unit: Owner-Occupancy”) and Section 153.120.370.F.1 (“Junior Accessory Dwelling Unit: Owner-Occupancy”), the Owner-Occupant must have authority to bind the owner in all matters related to the property upon which an Accessory Dwelling Unit exists, and shall not pay rent or other compensation to reside at the property. 7. “Primary Dwelling Unit” shall mean any existing or proposed single- unit dwelling that has been or will be legally established and is located on the same lot as an existing or proposed Accessory Dwelling Unit or Junior Accessory Dwelling Unit. 8. “Public Transit” shall have the same meaning as that stated in California Government Code Section 65852.2(j)(10) as that Section may be amended from time to time. 9. “Tandem parking” shall have the same meaning as that stated in California Government Code Section 65852.2(j)(11) as that Section may be amended from time to time Section 153.120.360 – Accessory Dwelling Units - Use Regulations and Development Standards A. Accessory Dwelling Units. In accordance with the regulations and standards set forth in this Section, Accessory Dwelling Units shall be permitted as a matter of right, without any required discretionary review or discretionary permit, on any parcel of property with an existing or proposed residential dwelling in any Residential Zone as indicated in Table 153.040.020 and in any Mixed-Use Zone as indicated in Table 153.070.020 of this Chapter, and as otherwise set forth in Subsection 153.120.360.A.1. Accessory Dwelling Units shall, however, be subject to the Ministerial Permit Requirements set forth in Subsection 153.120.360.B. Page | 6 B. Ministerial Permit(s) Required. No person shall cause, allow, or suffer the erection, conversion, establishment, maintenance, use, or occupancy of any Accessory Dwelling Unit without having first obtained the required permit(s) as set forth in this Section. 1. Building Standards Permit(s) Only. The following Accessory Dwelling Units may be constructed, converted, or established subject to the acquisition of a building permit and corresponding electrical, plumbing, and mechanical permits (and all required inspections and approvals) without the need for a Ministerial Accessory Dwelling Unit Permit as set forth in Subjection 153.120.360.B.2. a. Single-Family Dwelling. i. One Accessory Dwelling Unit located entirely within a proposed or existing single-family dwelling or accessory structure subject to each and all of the following limitations and requirements: a) No detached Accessory Dwelling Unit exists or is proposed to exist on the lot or parcel; b) The Accessory Dwelling Unit has exterior access from the proposed or existing single-family dwelling; c) The side and rear setbacks are sufficient for fire and safety, as determined by the Building Official and/or Fire Department, where safety will require, at a minimum, compliance with Section 153.120.360.D.1(e) of this Code; d) If the Accessory Dwelling Unit is located or proposed to be located within an accessory structure, the accessory structure may be expanded up to 150 square feet beyond the same physical dimensions as the existing accessory structure for the sole purpose of accommodating ingress and egress. ii. One newly constructed, detached Accessory Dwelling Unit on a lot with a proposed or existing single-family dwelling (irrespective of the existence of a Junior Accessory Dwelling Unit erected, converted, established, and maintained in accordance with Section 153.120.370 of this Code) subject to each and all of the following limitations and requirements: a) No Accessory Dwelling Unit exists or is proposed to exist within a proposed or existing single-family dwelling or accessory structure on the lot or parcel; b) The side and rear yard setbacks are at least four feet (4’); c) The total floor area is eight hundred (800) square feet or smaller; and, Page | 7 d) The maximum building height does not exceed sixteen feet (16’) – as measured in accordance with Section 153.130.040 of this Code. b. Multifamily Dwellings. i. Multiple Accessory Dwelling Units within the portions of existing multifamily dwelling structures that are not used as livable space, including, but not limited to, storage rooms, boiler rooms, passageways, attics, basements, or garages, subject to each and all of the following limitations and requirements: a) No detached Accessory Dwelling Unit exists on the lot or parcel; b) The number of Accessory Dwelling Units shall not exceed 25% of the lawfully established multifamily dwelling units existing on the lot or parcel (with the maximum number rounding down to the nearest whole number, with the minimum being one (1)); and, c) Each Accessory Dwelling Unit shall comply with State Building Standards for dwellings. ii. Not more than two (2) Accessory Dwelling Units detached from an existing multifamily dwelling subject to each and all of the following limitations and requirements: a) No Accessory Dwelling Unit exists within portions of an existing multifamily dwelling structures on the lot or parcel; b) The building height of any detached Accessory Dwelling Unit shall not exceed sixteen feet (16’) – as measured in accordance with Section 153.130.040 of this Code; and, c) The minimum rear and side-yard setback of any detached Accessory Dwelling Unit shall be at least four feet (4’); 2. Ministerial Accessory Dwelling Unit Permit. All Accessory Dwelling Units that do not meet the criteria for a Building Standards Permit(s) Only as set forth in Subsection 153.120.360.B.1 may be constructed or converted subject to the acquisition of a Ministerial Accessory Dwelling Unit Permit as set forth in this Section, as well as corresponding building, electrical, plumbing, and mechanical permits (and all required inspections and approvals). Accessory Dwelling Units subject to a Ministerial Accessory Dwelling Unit Permit shall adhere to the ministerial Development Standards set forth in Subsection 153.120.360.D.2. 3. Ministerial Plan Check. a. Plan Submission. In order to obtain any required Ministerial Accessory Dwelling Unit Permit or required building, electrical, plumbing, or mechanical Page | 8 permits for an Accessory Dwelling Unit, all persons shall submit an application (and all corresponding fees as set forth by Council Resolution) to the Community Development Department demonstrating compliance with the requirements of this Section and containing, at a minimum, the following information: i. A fully-dimensioned site plan containing the following information pertaining to the property upon which the Accessory Dwelling Unit is proposed to be established: a) Name and address of the applicant and of all persons owning any or all of the property; b) Evidence that the applicant is the owner of the property or otherwise has the written permission of the owner(s); c) Address and Assessor Parcel Number of the property; d) Property dimensions and square footage of the property; e) The use, location, size of all existing buildings and structures on the property and the proposed Accessory Dwelling Unit, yards, driveways, access and parking areas, landscaping, walls or fences, and other similar features; ii. A fully-dimensioned floor plan of the existing primary dwelling and the proposed Accessory Dwelling Unit; iii. A roof plan for all existing and proposed structures; iv. A set of fully-dimensioned building elevations of all sides of existing structures on the property and the proposed Accessory Dwelling Unit. b. Action Upon Application. i. An application for a Ministerial Accessory Dwelling Unit Permit or for required building, electrical, plumbing, or mechanical permits for an Accessory Dwelling Unit shall be considered and approved ministerially without discretionary review or a hearing. ii. The City shall act upon any application for ministerial permits for the establishment of an Accessory Dwelling Unit within sixty (60) calendar days from the date a completed application (with all supporting material and fees) has been received by the City. a) If the application to establish an Accessory Dwelling Unit is submitted with an application to create a new single-family dwelling on Page | 9 the lot, the City is authorized to delay action upon any permits for the Accessory Dwelling Unit until the City acts upon the application for the single-family dwelling. b) If the applicant requests a delay, the 60-day period shall be tolled for the requested delay. 4. Revocation of Building Standards Permit(s) and/or Certificate of Occupancy. The Building Officials shall have the authority to revoke any building, electrical, plumbing, or mechanical permit, or any Certificate of Occupancy, for an Accessory Dwelling Unit in accordance with the provisions of the Baldwin Park Building Code or other applicable provision(s) of the Baldwin Park Municipal Code. 5. Revocation of Ministerial Accessory Dwelling Unit Permit. a. Revocation. The City Planner may revoke a Ministerial Accessory Dwelling Unit Permit upon a finding of any of the following grounds. i. The applicant has knowingly made any false, misleading, or fraudulent statement of material fact in the application for a Ministerial Accessory Dwelling Unit Permit; ii. The Accessory Dwelling Unit does not adhere to all limitations and requirements for the establishment, use, occupancy, or maintenance of the Accessory Dwelling Unit as set forth in this Section. b. Notice of Revocation. Upon determining that a ground for revocation exists to revoke a Ministerial Accessory Dwelling Unit Permit, the City Planner shall serve a written Notice of Revocation upon the permittee and current owner of the property on which the Accessory Dwelling Unit is located. The Notice of Revocation shall include, at a minimum, the following information: i. The address of the property on which the Accessory Dwelling Unit is located; ii. The name of the owner of the property on which the Accessory Dwelling Unit is located; iii. The Ministerial Accessory Dwelling Unit Permit number that is being revoked; iv. The date of revocation; v. The ground(s) for revocation; and, vi. A statement that the permittee or current owner of the property on which the Accessory Dwelling Unit is located has the right to challenge the revocation of the Ministerial Accessory Dwelling Unit Permit by filing a Request to Appeal Page | 10 on a City-approved form within ten (10) calendar days of service of the Notice of Revocation. c. Appeal Hearing. Within sixty (60) calendar days of any timely received Request to Appeal, a Hearing Officer approved by the Chief Executive Officer of the City shall conduct a hearing to determine if a ground for revocation as set forth in Subsection 153.120.360.B.5.a exists. i. Appeal hearings are informal, and formal rules of evidence and discovery do not apply. The City bears the burden of proof to establish the existence of a ground for revocation by a preponderance of the evidence. The issuance of a Notice of Revocation shall constitute prima facie evidence of the existence of a ground for revocation. The City and appellant shall have the opportunity to present evidence (testimonial, documentary, or otherwise) at the hearing, as well as to cross- examine any witness providing evidence at the hearing. The City may, at its discretion, record the hearing by stenographer or court reporter, audio recording, or video recording. ii. If the appellant fails to appear for the appeal hearing, the Request for Appeal shall be deemed withdrawn by the appellant and a waiver of the right to appeal the Notice of Revocation. In such instance, the Hearing Officer shall cancel the appeal hearing. iii. Within thirty (30) calendar days of the conclusion of the appeal hearing, the Hearing Officer shall issue determine whether any of the grounds set forth in the Notice of Revocation exists, and shall serve the appellant with a written Decision on Appeal. Notwithstanding any provision of the Baldwin Park Municipal Code to the contrary, the decision of the Hearing Officer is a final, conclusive, and binding administrative decision. d. Service. Any notice required by this Section to be served upon the permittee may be served either via personal delivery or by First Class Mail at the address listed on the Ministerial Accessory Dwelling Unit Permit application. Any notice required by this Section to be served upon the owner of the property on which the Accessory Dwelling Unit is located shall be served upon the property owner either via personal delivery or by First Class Mail at the mailing address on the last equalized assessment roll of the Los Angeles County Assessor’s Office or to any other address provided by the owner. i. The date of service shall be the date the notice is personally delivered or placed in a U.S. Postal Service receptacle. Failure of any party to receive a properly addressed notice by mail shall not invalidate any action or proceeding pursuant to this Section. C. Density. Except as otherwise provided in this Section, no more than one Accessory Dwelling Unit is allowed on a property. Accessory Dwelling Units established, maintained, and occupied in compliance with Section 153.120.360 of this Code shall not be calculated as part of the allowable density for the lot upon which it is located. Page | 11 D. Development Standards. Unless stated in this Section or California Government Code section 65852.2 (as that Section may be amended from time to time), all other development standards applicable within the zone in which the Accessory Dwelling Unit is located or proposed to be located shall apply, including, but not limited to, setbacks, building height, and minimum distance between structures. 1. All Accessory Dwelling Units shall adhere to the following requirements and limitations. a. Building Standards. All Accessory Dwelling Units, and all electrical, plumbing, and mechanical systems, fixtures, and equipment in connection therewith, shall comply with all applicable Building Standards – including minimum room sizes as set forth in the California Residential Code. i. Fire Sprinklers. Fire sprinklers shall be required in any Accessory Dwelling Unit if fire sprinklers are required in the Primary Dwelling Unit. b. Habitability. All Accessory Dwelling Units shall be fully habitable, and shall at a minimum meet all requirements for an efficiency unit as defined by Section 1207.4 of the California Building Code or Section 17958.1 of the California Health & Safety Code, as those Sections may be amended from time to time. c. Mechanical Equipment. All new mechanical equipment associated with a newly constructed Accessory Dwelling Unit shall be located on the ground no less than four feet (4’) from the side and rear property lines. Any existing equipment located on the roof or exterior walls of the existing Primary Dwelling Unit or accessory structure shall be provided with a decorative screen to shield such equipment from view and shall be placed at least six inches (6”) below the top of the lowest building parapet or decorative screen. No pluming line shall be placed upon the exterior wall of a structure unless such line is enclosed or otherwise screened from view. d. Design Standards – Architectural Features. A newly constructed Accessory Dwelling Unit shall incorporate the same or similar architectural features, building materials, and color as the Primary Dwelling Unit on the property. These features shall include, but shall not be limited to, roofing material, roof design, fascia, exterior building finish, color, exterior doors and windows including but not limited to ratios of window dimensions (e.g., width to height) and window area to wall area, garage door and architectural enhancements. e. Clear Cross Visibility on Corner Lots and Reversed Corner Lots. In order to ensure clear visibility and to safeguard vehicle operators, cyclists, and pedestrians, newly constructed Accessory Dwelling Units on corner lots and reversed corner lots in all zones of the City shall maintain clear cross visibility as required by Section 153.130.090 of this Code or any other provision of this Code. 2. All Accessory Dwelling Units that require a Ministerial Accessory Dwelling Unit Permit shall adhere to each of the development standards set Page | 12 forth in this Subsection. The development standards set forth in this Subsection shall supersede any conflicting development standard(s) provided elsewhere in this Code for the zone in which the Accessory Dwelling Unit is located or proposed to be located. a. Lot and Unit Size Requirements – Single-Family Dwelling i. New Construction. The following lot and unit floor area regulations apply to all newly constructed Accessory Dwelling Units on lots with existing or proposed single-family dwellings. Lot Size in Square Feet Maximum Allowable Floor Area of Any ADU Attached to Existing Primary Dwelling Maximum Allowable Floor Area of Any ADU Detached from Existing Primary Dwelling 5,000 or less 850 sf for ADU with 1 or less bedroom 1,000 sf for ADU with more than 1 bedroom 850 sf for ADU with 1 or less bedroom 1,000 sf for ADU with more than 1 bedroom 5,001 - 8,000 850 sf for ADU with 1 or less bedroom 1,000 sf for ADU with more than 1 bedroom 1,000 sf 8,001 and over 850 sf for ADU with 1 or less bedroom 1,200 sf for ADU with more than 1 bedroom 1,200 sf ii. Existing Construction. There shall not be any floor area limitation for any Accessory Dwelling Unit constructed within the proposed space of a single-family dwelling or within the existing walls of a single-family dwelling or of an accessory structure. a) An existing accessory structure may be expanded up to 150 square feet beyond the same physical dimensions of the existing accessory structure only to accommodate ingress and egress to the Accessory Dwelling Unit. b) An Accessory Dwelling Unit proposed within an existing accessory structure that expands the accessory structure beyond 150 square feet shall be subject to the lot and floor area limitations set forth in Subsection 153.120.360.D.2.a. b. Location. All newly constructed Accessory Dwelling Units shall be located as set forth herein. Page | 13 i. Single-Family Dwellings. Each newly constructed detached Accessory Dwelling Unit shall be located within the rear 50 percent of the lot. Each newly constructed attached Accessory Dwelling Unit shall be located to the rear of the front elevation of the existing single family dwelling unit ii. Multifamily Dwellings. Each newly constructed detached Accessory Dwelling Unit shall be located to the rear of the rear elevation of the existing Primary Dwelling Unit nearest to the front yard. c. Setbacks. i. Single-Family Dwellings. a) No rear and side yard setback shall be required for an Accessory Dwelling Unit that is converted from any of the following, unless the Building Official or Fire Department determine that setbacks are required for fire and/or life-safety: 1) An existing living area; 2) An existing accessory structure; 3) A structure constructed in the same location and to the same dimensions as an existing structure. b) All other Accessory Dwelling Units shall maintain a minimum rear and side-yard setback of four feet (4’). c) The setbacks for any reverse-corner lot shall be the same as otherwise required by this Code for the zone in which the lot exists. ii. Multifamily Dwellings. a) No rear and side-yard setback shall be required for an Accessory Dwelling Unit that is converted from any of the following, unless the Building Official or Fire Department determine that setbacks are required for fire and/or life-safety: 1) An existing area of a multifamily dwelling that is not used as living space; b) All detached Accessory Dwelling Units shall maintain a minimum rear and side-yard setback of four feet (4’). c) The setbacks for any reverse-corner lot shall be the same as otherwise required by this Code for the zone in which the lot exists. Page | 14 d. Clear Cross Visibility on Corner Lots and Reversed Corner Lots. In order to ensure clear visibility and to safeguard vehicle operators, cyclists, and pedestrians, newly constructed Accessory Dwelling Units on corner lots and reversed corner lots in all zones of the City shall maintain clear cross visibility as required by Section 153.130.090 of this Code or any other provision of this Code. e. Maximum Height. Each newly constructed attached or detached Accessory Dwelling Unit shall be limited in height to one story, with a maximum height not to exceed sixteen feet (16’) – as measured in accordance with Section 153.130.040 of this Code. The roof style and pitch shall match the Primary Dwelling Unit. E. Parking. 1. New parking. a. One off-street parking space shall be provided for each Accessory Dwelling Unit, in addition to any other parking required for all other dwelling units. Off-street parking may be configured as tandem parking or may be located within the rear setback area of a lot, unless such parking is determined to not be feasible based upon the specific site or regional topographical or fire and life safety conditions. i. No additional parking spaces shall be required for any Accessory Dwelling Unit in any of the following instances: a) The Accessory Dwelling Unit is located within one-half mile walking distance of public transit; b) The Accessory Dwelling Unit is located within an architecturally and historically significant historic district; c) The Accessory Dwelling Unit is part of the proposed or existing primary residence or an accessory structure; d) When on-street parking permits are required but not offered to the occupant of the Accessory Dwelling Unit; e) When there is a car share vehicle located within one block of the Accessory Dwelling Unit. ii. Each standard surface parking space shall have a minimum width of 10 feet, unless it is adjacent to a structure, such as a fence or wall, and then shall have a minimum width of 10 feet 6 inches; shall have a minimum length of 20 feet; be located so that an automobile is not required to back onto a public street; and maintain at least 24 feet of backup space directly behind each parking space. iii. Each parallel surface parking space shall have a minimum width of 10 feet and a minimum length of 23 feet. Page | 15 iv. Each enclosed garage parking space shall have a minimum width of 10 feet and a minimum length of 20 feet. 2. Replacement parking. a. When a garage, carport, or covered parking structure is demolished in conjunction with the construction of an Accessory Dwelling Unit or converted to an Accessory Dwelling Unit, the previously existing parking spaces do not need to be replaced. i. If an Accessory Dwelling Unit that resulted in a reduction or elimination of off-street parking otherwise required by this Code is removed or eliminated, all off-street parking required by this Code at the time the Accessory Dwelling Unit is to be eliminated shall be provided concurrently with the elimination of the Accessory Dwelling Unit. 2. Vehicular Access. The accessory dwelling unit shall utilize the same vehicular access that serves the existing main dwelling unit, unless the accessory dwelling unit has access from an alley contiguous to the lot. F. Occupancy and Sale Restrictions. 1. Owner-Occupancy. An owner, as defined in Section 153.120.350.C of this Part, of the real property upon which an Accessory Dwelling Unit is created shall reside either within the Primary Dwelling Unit or in the Accessory Dwelling Unit at all times. a. Exception. An Accessory Dwelling Unit for which the required ministerial Accessory Dwelling Unit Permit and/or Building Standards Permit(s) has been issued between January 1, 2020 and December 31, 2024, and for which a Certificate of Occupancy is issued prior to the expiration of the Accessory Dwelling Unit Permit and/or Building Standards Permit(s), shall not be subject to the owner-occupancy requirements set forth in Subsection 153.120.360.F.1. 2. Sale. An Accessory Dwelling Unit may not be sold separately from the Primary Dwelling Unit(s) on the parcel or lot upon which the Accessory Dwelling Unit exists. 3. Rental. The Accessory Dwelling Unit shall not be rented for any term or period of thirty (30) consecutive calendar days or less. If the Accessory Dwelling Unit is rented, the owner shall obtain and maintain a current and valid business license, in accordance with Section 111.03 of this Code. 4. Deed restriction. Prior to the occupancy of an Accessory Dwelling Unit and/or the issuance of a Certificate of Occupancy for an Accessory Dwelling Unit, the owner shall cause a deed restriction, in a form approved by the City Attorney’s Office, to be recorded in the County Recorder’s Office and a copy filed with the Planning Division. Page | 16 The deed restriction shall run with the land and bind all future owners. The deed restriction shall include, at a minimum, the following: a. Declaration prohibiting the sale of the Accessory Dwelling Unit separate from the sale of the Primary Dwelling Unit; b. Declaration that the Accessory Dwelling Unit shall not be rented for any term or period of thirty (30) consecutive calendar days or less; c. Declaration restricting the size, attributes, and uses of the Accessory Dwelling Unit to that which conforms to this Section; d. Declaration that the Accessory Dwelling Unit adheres to all requirements of the Baldwin Park Municipal Code – including this Section, and that it will be maintained, used, and occupied in compliance with the requirements of the Baldwin Park Municipal Code – including this Section; e. Declaration that upon elimination of any Accessory Dwelling Unit that resulted in a reduction or elimination of off-street parking otherwise required by this Code, all off-street parking required by this Code at the time the Accessory Dwelling Unit is to be eliminated shall be provided concurrently with the elimination of the Accessory Dwelling Unit; f. Declaration that all of the above deed restrictions may be enforced against future property owners; and, g. Other declarations as deemed necessary by the City Planner to ensure compliance with the requirements and restrictions of this Section. The deed restriction may be removed, with City approval, if the owner eliminates the Accessory Dwelling Unit (and restores any off-street parking spaces as required by Subsection 153.120.360.E.2.i) all required City approvals, permits, and inspections to the satisfaction of the City Section 153.120.370 – Junior Accessory Dwelling Units - Use Regulations and Development Standards A. Junior Accessory Dwelling Units. In accordance with the regulations and standards set forth in this Section, one (1) Junior Accessory Dwelling Unit shall be permitted as a matter of right, without any required discretionary review or discretionary permit, on any parcel of property with an existing or proposed single-family residential dwelling in any single-family residential zone as indicated in Table 153.040.020. 1. Junior Accessory Dwelling Units are prohibited on all properties with more than one single-family dwelling on the lot or proposed to be erected on the lot. A Page | 17 lawfully established detached Accessory Dwelling Unit shall not be deemed a single- family dwelling unit for purposes of this Section. B. Ministerial Building Standards Permit(s) Required. No person shall cause, allow, or suffer the erection, conversion, establishment, maintenance, use, or occupancy of any Junior Accessory Dwelling Unit without having first obtained a building permit and corresponding electrical, plumbing, and mechanical permits (and all required inspections and approvals) in accordance with this Section. 1. Ministerial Plan Check. In order to obtain any required building, electrical, plumbing, or mechanical permits for a Junior Accessory Dwelling Unit, all persons shall submit an application (and all corresponding fees as set forth by Council Resolution) to the Community Development Department demonstrating compliance with the requirements of this Section and containing, at a minimum, the following information a. A fully-dimensioned site plan containing the following information pertaining to the property upon which the Junior Accessory Dwelling Unit is proposed to be established: i. Name and address of the applicant and of all persons owning any or all of the property; ii. Evidence that the applicant is the owner of the property or otherwise has the written permission of the owner(s); iii. Address and Assessor Parcel Number of the property; iv. Property dimensions and square footage of the property; v. The use, location, size of all existing buildings and structures on the property and the proposed Junior Accessory Dwelling Unit, yards, driveways, access and parking areas, landscaping, walls or fences, and other similar features; and, b. A fully-dimensioned floor plan of the existing primary dwelling and the proposed Junior Accessory Dwelling Unit. 2. Action Upon Application. a. An application for required building, electrical, plumbing, or mechanical permits for a Junior Accessory Dwelling Unit shall be considered and approved ministerially without discretionary review or a hearing. b. The City shall act upon any application for ministerial permits for the establishment of a Junior Accessory Dwelling Unit within sixty (60) calendar days from the date a completed application (with all supporting material and fees) has been received by the City. Page | 18 i. If the application to establish a Junior Accessory Dwelling Unit is submitted with an application to create a new single-family dwelling on the lot, the City is authorized to delay action upon any permits for the Accessory Dwelling Unit until the City acts upon the application for the single-family dwelling. ii. If the applicant requests a delay, the 60-day period shall be tolled for the requested delay. 3. Revocation of Building Standards Permit and/or Certificate of Occupancy. The Building Officials shall have the authority to revoke any building, electrical, plumbing, or mechanical permit, or any Certificate of Occupancy, for an Junior Accessory Dwelling Unit in accordance with the provisions of the Baldwin Park Building Code or other applicable provision of the Baldwin Park Municipal Code. C. Density. No more than one (1) Junior Accessory Dwelling Unit shall be permitted on any parcel of property. The Junior Accessory Dwelling Unit shall not be calculated as part of the allowable density for the lot upon which it is located. 1. A Junior Accessory Dwelling Unit shall not be considered a separate or new dwelling unit for purposes of providing service for water, sewer, or power. D. Development Standards. All Junior Accessory Dwelling Units shall adhere to the following requirements and limitations. 1. Building Standards. All Junior Accessory Dwelling Units, and all electrical, plumbing, and mechanical systems, fixtures, and equipment in connection therewith, shall comply with all applicable Building Standards – including minimum room sizes as set forth in the California Residential Code. 2. Location. A Junior Accessory Dwelling Unit shall be constructed within the walls of an existing single-family dwelling or attached garage, or within the walls of a proposed single-family dwelling. 3. Unit Size Requirement. A Junior Accessory Dwelling Unit shall not exceed 500 square feet in size. 4. Cooking Facilities Required. A Junior Accessory Dwelling Unit shall include an efficiency kitchen, which shall include, at a minimum, all of the following: a. A kitchen sink; b. Cooking facility with appliances as required for an efficiency unit pursuant to California Health & Safety Code Section 17958.1 and California Building Code Section 1207.4 (or any subsequent amendments thereto); and, c. A food preparation counter and storage cabinets that are of reasonable size in relation to the size of the Junior Accessory Dwelling Unit. Page | 19 5. Sanitation Facilities. Junior Accessory Dwelling Units may share sanitation facilities with the existing single-family residence. 6. Separate Entrance Required. A Junior Accessory Dwelling Unit shall include an exterior entrance that is separate from the main entrance to the proposed or existing single-family dwelling. a. If the Junior Accessory Dwelling Unit shares sanitation facilities with the existing single-family residence, the Junior Accessory Dwelling Unit shall also be accessible from the main living area of the primary single-family residence. E. Parking. Although no additional parking shall be required for the establishment of a Junior Accessory Dwelling Unit, the establishment of a Junior Accessory Dwelling Unit shall not result in a decrease of off-street parking spaces as required by Section 153.150.040 of this Code. 1. If a Junior Accessory Dwelling Unit is proposed within a garage attached to single-family dwelling, the applicant shall replace any corresponding parking space in accordance with the provisions of Section 153.150 of this Code. F. Occupancy and Sale Restrictions. 1. Owner-Occupancy. The owner of the property on which a Junior Accessory Dwelling Unit is established shall reside either within the Junior Accessory Dwelling Unit or the remaining portion of the single-family residence. a. Owner-occupancy shall not be required if the owner of the property is another governmental agency, land trust, or housing organization. 2. Sale. A Junior Accessory Dwelling Unit may not be sold separately from the primary single-family residence. 3. Rental. The Junior Accessory Dwelling Unit shall not be rented for any term or period of thirty (30) consecutive calendar days or less. If the Accessory Dwelling Unit is rented, the owner shall obtain and maintain a current and valid business license, in accordance with Section 111.03 of this Code. 4. Deed Restriction. Prior to the occupancy of a Junior Accessory Dwelling Unit and/or the issuance of any Certificate of Occupancy for a Junior Accessory Dwelling Unit, the owner shall cause a deed restriction, in a form approved by the City Attorney’s Office, to be recorded in the County Recorder’s Office and a copy to be filed with the Planning Division. The deed restriction shall run with the land and bind all future owners. The deed restriction shall include, at a minimum, the following: a. Declaration prohibiting the sale of the Junior Accessory Dwelling Unit separate from the sale of the primary single-family residence; Page | 20 b. Declaration that the Junior Accessory Dwelling Unit shall not be rented for any term or period of thirty (30) consecutive calendar days or less; c. Declaration restricting the size, attributes, and uses of the Junior Accessory Dwelling Unit to that which conforms to this Section; d. Declaration that the owner of the property on which the Junior Accessory Dwelling Unit exists or is proposed to exist shall reside either within the Junior Accessory Dwelling Unit or the remaining portion of the single-family residence at all times. e. Declaration that the Junior Accessory Dwelling Unit adheres all requirements of the Baldwin Park Municipal Code – including this Section, and that it will be maintained, used, and occupied in compliance with the requirements of the Baldwin Park Municipal Code – including this Section; f. Declaration that all of the above deed restrictions may be enforced against future property owners; and, g. Other declarations as deemed necessary by the City Planner to ensure compliance with the requirements and restrictions of this Section. The deed restriction may be removed, with City approval, if the owner eliminates the Junior Accessory Dwelling Unit with all required City approvals, permits, and inspections to the satisfaction of the City. SECTION 5. Based on the foregoing findings and determinations, Baldwin Park Municipal Code Title XV, Land Usage, Chapter 153, Zoning Code, Subchapter 153.150, “Off-Street Parking and Loading,” Section 153.150.100, “Parking Lot and Structure Design Standards” is amended to read as follows: D. Tandem parking prohibited. Each parking space shall be accessible without requiring the movement of another vehicle. Except as provided for in Section 153.120.360.(I) 153.120.360.E.1, tandem parking arrangements are specifically prohibited. SECTION 6. CEQA. City Council approval of Zoning Code Amendment Case Number AZC 21-02 and adoption of Ordinance No. 1464 are not subject to the California Environmental Quality Act (CEQA) pursuant to Article 5, Section 15060(c)(2), which determines a project is not subject to CEQA if “the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment” and 15060(c)(3) “the activity is not a project as defined in Section 15378.” The proposed amendment does not meet the criteria defined in Section 15378. Furthermore, the proposed amendment is exempt from the review for exemption pursuant to Section Article 5, 15061(b)(3), “The activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the Page | 21 activity in question may have a significant effect on the environment, the activity is not subject to CEQA.” SECTION 7. If any section, subsection, subdivision, sentence, clause, phrase or portion of this Ordinance, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional. SECTION 8. To the extent the provisions of the Baldwin Park Municipal Code as amended by this Ordinance are substantially the same as the provisions of that Code as they read immediately prior to the adoption of this Ordinance, then those provisions shall be construed as continuations of the earlier provisions and not as new enactments. SECTION 9. This ordinance shall be effective and be in full force and operation from and after thirty (30) days after its final reading and adoption. PASSED AND APPROVED ON THE ______ DAY OF ___________, 2021 _________________________________ EMMANUEL J. ESTRADA, MAYOR ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss: CITY OF BALDWIN PARK ) Page | 22 I, Marlen Garcia, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing ordinance was regularly introduced and placed upon its first reading at a regular meeting of the City Council on _________________, 2021. Thereafter, said Ordinance No. 1464 was duly approved and adopted at a regular meeting of the City Council on _________________, 2021 by the following vote: AYES: COUNCILMEMBER: NOES: COUNCILMEMBER: ABSENT: COUNCILMEMBER: ABSTAIN: COUNCILMEMBER: _________________________________________ MARLEN GARCIA CITY CLERK STAFF REPORT ITEM NO. ________7_________ ` TO: Honorable Mayor and Members of the City Council FROM: Benjamin Martinez, Community Development Director DATE: November 17, 2021 SUBJECT: Approving an Implementation Agreement with the San Gabriel Valley Habitat for Humanity, Inc., Nonprofit for the Purpose of Developing 12-units of Affordable Homeownership for Low- Income Families at 12779 Torch Street SUMMARY A request for consideration from the City Council of the City of Baldwin Park (hereinafter “City Council”) to approve an Implementation Agreement with the San Gabriel Valley Habitat for Humanity, Inc. (hereinafter “SGV Habitat”) for the purpose of developing 12-units of Affordable Homeownership for Low-income Families at 12779 Torch Street. RECOMMENDATION Staff is recommending that the City Council: 1. Approve the attached Implementation Agreement; and 2. Authorize the Chief Executive Officer to execute the Implementation Agreement; and 3. Authorize the Chief Executive Officer and the City Attorney to carry out all subsequent and needed actions to complete the development of the property. FISCAL IMPACT There are no direct fiscal impacts from approving the Implementation Agreement. An Acquisition Loan Agreement was already executed in March 2021 that outlined the city’s financial commitment to the project. The Acquisition Loan Agreement authorized an interest-free loan in the amount of $1,410,000.00, which was used by SGV Habitat to acquire the site. The city may receive future revenues from development fees and property taxes related to the development of the project. BACKGROUND On March 17th, 2021 City Council approved an Acquisition Loan Agreement with Habitat and authorized the Chief Executive Officer to execute the agreement. The Acquisition Loan Agreement outlined the terms of an interest-free loan made to Habitat for the purposes of acquiring the site at 12779 Torch Street. On April 1, 2021 escrow closed on the property making Habitat the new owner. Since then the property has been cleared of its improvements, fenced and a soils analysis was completed to assure the site can be developed. The attached Implementation Agreement outlines the development of the project including further defining the project, key milestone dates (i.e. rezoning, site plan approval, environmental review) and affordability requirements Economic Analysis: Rosenow Spevacek Group (RSG), amongst other things, specializes in underwriting services for local government agencies. RSG was contracted to do a peer review and underwriting analysis of Habitat’s pro forma and concluded that the project was not over subsidized by the City and that Habitat’s development costs were within a reasonable range. Please see the attached RSG analysis for further details. ALTERNATIVES The City Council may decide to (1) execute the Implementation Agreement; (2) not to execute the Implementation Agreement with SGV Habitat; (3) choose to negotiate further on the project. LEGAL REVIEW This report and Implementation Agreement has been reviewed and approved by the City Attorney as to legal form and content. ATTACHMENTS 1. Implementation Agreement 2. RSG Underwriting Analysis 1 IMPLEMENTATION AGREEMENT (SGV Habitat-12779 Torch Street) THIS IMPLEMENTATION AGREEMENT (“Agreement”) is dated as of the 17th day of November, 2021, by and between the City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park (“SHA”) and San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation (“Developer”). RECITALS A. The Developer financed the acquisition of that certain 0.81-acre parcel of real property generally located at 12779 Torch Street in Baldwin Park, California (“Property”) entirely using a loan from the SHA in the original principal amount of One Million Four Hundred Ten Thousand and No/100 Dollars ($1,410,000.00) (“City Acquisition Loan”). The City Acquisition Loan is described in more detail in that certain Acquisition Loan Agreement (SGV Habitat-12779 Torch Street) dated as of March 17, 2021, between the SHA and the Developer (“Acquisition Loan Agreement”). B. The Acquisition Loan Agreement requires the Developer to construct a to-be- designed new construction for-sale affordable housing complex (“Project”) on the Property. The Acquisition Loan Agreement contemplates the SHA and Developer subsequently entering into an additional agreement setting forth the specific details of the Project. The Developer and the SHA desire by this Agreement to further detail their agreement with respect to development of the Property and Project, restriction of the sale and occupancy of all of the dwelling units at the Property for sale and occupancy to persons whose incomes are at or below eighty percent (80%) of the Area Median Income, as defined below, and as otherwise set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Developer and the SHA hereby memorialize their understanding and agree, promise and declare as follows: 1. Further Definition of Project. The term “Project,” as used herein and for purposes of the Acquisition Loan Agreement is supplemented to mean the to-be-designed new construction for- sale affordable housing complex on the Property which shall be comprised of a total of 12 units comprised of a mix of single-family homes and townhomes. The design, number of bedrooms and bathrooms, square footage and all other material aspects of the Project shall be subject to the review and approval of the City Manager, as defined below. 2. Performance Milestones. The Performance Milestones set forth in Section 17 of the Acquisition Loan Agreement are hereby amended and supplemented as set forth in this Section. Any Performance Milestones set forth in Section 17 of the Acquisition Loan Agreement which are not referenced in this Section shall continue in full force and effect as described in Section 17 of the Acquisition Loan Agreement. 2 (a) Rezoning. The Developer shall cause the Property to be rezoned from its existing Single-Family Residential (R-1) designation to a Multi-Family Residential (R-3) designation or Garden Multi-Family Residential (R-G) designation on or before August 31, 2022. (b) Site Plan Approval. The Developer shall obtain the SHA’s approval of a site plan for the Project and the Property, which shall include a total of 12 housing units comprised of a mix of single-family homes and townhomes and the locations of the same, on or before August 31, 2022. The general layout of the project shall be as set forth on the attached Exhibit A, unless otherwise agreed by the SHA in writing signed by the City Manager. (c) Environmental Review. The Developer shall satisfy all requirements of the California Environmental Quality Act on or before August 31, 2022. 3. Affordability Requirements. The Property shall be subject to the existing Declaration of Covenants, Conditions and Restrictions (“Declaration”) executed by Developer in favor of the SHA, which was previously recorded against and continue to encumber the Property. As set forth in the Acquisition Loan Agreement, each purchaser of an Affordable Unit (as defined in the Acquisition Loan Agreement shall execute a promissory note (“Individual Note”) in an amount equal to the quotient of the original principal amount of the City Acquisition Loan (i.e., $1,410,000.00) divided by the number of Affordable Units in the Project, which Individual Notes shall be secured by a deed of trust made by the purchaser of an Affordable Unit in favor of the Lender and recorded against the Affordable Unit. Except as provided in this Section 3 and subject to the requirements of the Declaration, the SHA agrees that SGV Habitat may sell, restrict and monitor the Affordable Units in accordance with SGV Habitat’s programs, provided that SGV Habitat shall keep the SHA apprised as to the status of the Property, construction of the Project and all sales and resales of the Affordable Units. The Declaration and Deed of Trust (as such term is defined in the Acquisition Loan Agreement) shall be subordinate to the Developer’s construction financing and subordinate to the individual Affordable Unit purchaser’s acquisition financing. 4. City Manager. “City Manager” means the individual duly appointed to the position of City Manager of the City of Baldwin Park, or his or her authorized designee. Whenever an action is required by the SHA to implement the terms of this Agreement or the Acquisition Loan Agreement, the City Manager, or his or her authorized designee, shall have authority to act on behalf of the City, except with respect to matters expressly reserved for City Council determination. 5. General Provisions. (a) Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon Developer and its permitted successors and assigns. Whenever the term “Developer” is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. (b) Non-Liability of Officials and Employees. No member, official or employee of the SHA or the City of Baldwin Park shall be personally liable to Developer, or any successor in interest, in the event of any Default or breach of this Agreement or for any amount which may 3 become due to Developer or its successors, or on any obligations under the terms of this Agreement. (c) Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. (d) Integration; No Novation. This Agreement elaborates on and supplements the Acquisition Loan Agreement. Nothing contained in this Agreement is a novation, amendment or modification of the Acquisition Loan Agreement or the Declaration, Deed of Trust or Note (as such terms are defined in the Acquisition Loan Agreement) or other document, instrument, agreement or other writing between the Developer and the SHA. (e) Attorneys’ Fees. If any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorney’s fees as awarded in the action. (f) Authority to Sign. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to one another that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. SHA: City of Baldwin Park acting solely in its capacity as the designated successor housing agency to the former Community Development Commission of the City of Baldwin Park By:__________________________________ Enrique C. Zaldivar Chief Executive Officer [SIGNATURES CONTINUED ON FOLLOWING PAGE] 4 DEVELOPER: San Gabriel Valley Habitat for Humanity, Inc., a California nonprofit public benefit corporation By:__________________________________ Bryan Wong, Executive Director 5 Exhibit A Site Plan Via Electronic Mail Date: October 28, 2021 To: Victor Viramontes, Management Analyst CITY OF BALDWIN PARK From: Jim Simon, Principal Suzy Kim, Senior Associate Kyle Westra, Analyst SUBJECT: UNDERWRITING ANALYSIS – 12779 TORCH STREET SAN GABRIEL VALLEY HABITAT FOR HUMANITY This memorandum provides RSG’s independent analysis of a proposed affordable housing development at 12779 Torch Street (“Property”) by San Gabriel Valley Habitat for Humanity (“Developer”). The Developer plans to construct 12 ownership housing units affordable to low income households. The City and Developer have an Acquisition Loan Agreement dated March 31, 2021 (“Agreement”) whereby the City will provide a $1,410,000 loan (“Loan”) from the housing successor Low and Moderate Income Housing Asset Fund (“Housing Asset Fund”) for the Developer to purchase the 0.81-acre Property. Upon the construction of the homes, the Loan shall be divided and assumed by each of the purchasers of the 12 affordable units. Individual notes will be executed between the purchasers and the City. The Loan shall be evidenced by a Promissory Note to be entered into at the close of escrow at the Developer’s acquisition of the Property. Based on a review of the Developer’s financial pro forma and site plan, RSG has determined the $1,410,000 Loan is reasonable based on estimated construction costs, other proposed financing sources, and projected sales price of the homes based on market rates and affordable housing costs. Below is a summary of our findings, analysis, and recommendations. PROJECT DESCRIPTION The Developer plans to construct 12 3-bedroom, 3-story townhomes on the Property along with a common open space area (“Project”). The Developer’s pro forma, dated October 12, 2021 is attached hereto as Exhibit 1. Site plans, dated July 9, 2021, are attached as Exhibit 2. The site plans include two options; both have the same estimated development cost. The Property is zoned Garden Multi-Family Residential (R-G). The site plans indicate the Developer is requesting the following alterations to development standards: § Increase in allowable building height from 27 feet to 33 feet § Allow private open space between dwelling unit and street § Allow encroachments into front setback and front/side setback as noted on site plans The townhome units will be affordable to households earning up to 80% of the Los Angeles County area median income (“AMI”). Victor Viramontes, Management Analyst CITY OF BALDWIN PARK October 28, 2021 Page 2 FINANCNG PLAN The Developer is proposing to acquire the Property and develop the Project with assistance from several sources in order to achieve the targeted prices and rents as shown below: Developer Financing The Developer intends to obtain construction loans and contribute their own equity to construct the Project. In October 2021, the Developer was underwriting with two commercial banks and one Community Development Financial Institution (“CDFI”) for construction financing. They anticipate this financing will suffice for the needs of the project. One lender is considering financing up to $3 million, and two are considering $1 to $2 million, with the aim to grow from there. Developer Financing Buyer Financing1 Construction Loans $4,944,800 Down Payments 66,000 Developer Equity 60,000 First Mortgages2 3,624,000 Subtotal $5,004,800 Subtotal 3,690,000 City/Housing Successor City/Housing Successor Housing Asset Fund $1,410,000 Housing Asset Fund $1,410,000 TOTAL $6,354,800 Other Gap Financing CalHOME $1,200,000 Developer Financing 60,000 TOTAL 6,360,000 Development Costs Summary Land Assembly $1,410,000 Buyer Financing $3,690,000 Direct Costs 601,800 City/Housing Subsidies 1,410,000 Indirect Costs 4,343,000 CalHOME 1,200,000 Developer Fee3 Developer Assistance 60,000 Subtotal $6,360,000 Funding Gap4 -5,200 TOTAL $6,354,800 TOTAL $6,354,800 3Administration and Construction Management line items in Developer pro forma. 2Developer estimates. Falls between 2021 affordable housing cost limits for 70% and 80% AMI households. 4Negligible amount that will vary based on actual household income of buyers. Construction Permanent SOURCES USES 1Developer estimates. Subject to change based on applicable income limits at the time the Project is completed and actual household income of buyers. Victor Viramontes, Management Analyst CITY OF BALDWIN PARK October 28, 2021 Page 3 Buyer Financing The Developer estimates the buyers of the 12 affordable units will take out a commercial first mortgage (estimated by the Developer at $302,000 per unit) and will contribute an estimated $5,500 towards their down payment. Low and Moderate Income Housing Asset Funds The City has entered into an agreement to provide a $1,410,000 loan from Housing Asset Funds to the Developer to purchase the Property. The loan shall bear no interest during construction. Upon the construction of the homes, the Loan shall be divided and assumed by each of the purchasers of the 12 affordable units ($117,500 per unit). Individual notes will be executed between the purchasers and the City. The Loan shall be evidenced by a Promissory Note to be entered into at the close of escrow at the Developer’s acquisition of the Property. Other Gap Financing The Developer plans on applying for CalHOME mortgage assistance funds from HCD. The Developer should notify the City if they will be asked to partner on this application. A Notice of Funding Availability was released on September 21, 2021 and applications due November 22, 2021. The Developer also plans on providing a $5,000 subordinate loan per unit. Gap Financing Need RSG analyzed the gap financing need per unit and determined that each unit has a gap financing need of $277,560 based on affordable housing costs for low income households earning up to 70% of the AMI. The Developer anticipates each buyer will receive a CalHOME loan of $100,000 and a Developer-funded loan of $5,000, leaving a remaining gap of $172,560. The City loan of $117,500 per unit will partially fulfill this need, with a remaining gap of $55,060. Note that when calculating the maximum purchase price per unit, RSG conservatively assumed that the low income units would be affordable to households that do not exceed 70% AMI. If the low income units are occupied by households that have an AMI falling within the ranges of 70-80%, the household’s mortgage limit would increase to be based on 30% of the gross income of the household. The Developer has assumed that buyers will finance an average of $307,500 through their down payment and commercial first mortgage, which would close the $55,060 gap. Alternatively, the Developer could secure additional gap financing. SUMMARY OF INITIAL FINDINGS 1. Development Costs The Developer's total development costs for the Project are estimated at $6,354,800, or $529,567 per unit. RSG performed a comprehensive analysis of the development costs for the Project using Marshall and Swift Valuation Service (“MVS”) building cost data and determined that the Developer’s estimated development cost is reasonable. The Developer has not included prevailing wage costs in the pro forma. The Developer has indicated that the project is exempt from prevailing wage requirements as a sweat equity project Victor Viramontes, Management Analyst CITY OF BALDWIN PARK October 28, 2021 Page 4 and because they are contributing down payment assistance. If the Project were subject to prevailing wage, it typically increases construction costs by approximately 20-30%. 2. Developer Fee A developer fee is taken to cover development costs. The Developer’s pro forma includes Administration and Construction Management costs totaling $470,000 that will be paid to the Developer in-lieu of a traditional developer fee. These costs are 9.5% of the project’s construction costs. This is comparable to similar projects based on RSG’s experience; we typically see developer fees ranging between 6% and 10% of construction costs. 3. Purchase Price RSG performed a comprehensive analysis of the maximum purchase price for each unit at the specified affordability levels, assuming a 30-year fixed rate mortgage and 3% interest rate. Certain expenses also reduce a household’s maximum affordable housing cost. Therefore, RSG accounted for the HOA cost ($200/month), insurance (estimated at $100/month), and property taxes (~1.23% of purchase price annually) when calculating the maximum purchase price. Pursuant to Health and Safety Code Section 50052.5(b)(3), the affordable housing cost for low income households is 30% of 70% of the AMI adjusted for family size; however households whose gross income falls within 70% to 80% AMI may have a higher affordable housing cost based on 30% of the household’s gross income. RSG estimates that the maximum purchase price is approximately $217,414 per unit for 70% AMI households and $410,527 per unit for 80% AMI households to meet this requirement. The Developer assumed a purchase price between these limits of $307,500. CONCLUSION/RECOMMENDATION Based on a review of the Developer’s financial pro forma and site plan, RSG has determined the $1,410,000 Loan is reasonable based on estimated construction costs, other proposed financing sources, and projected sales price of the homes based on market rates and affordable housing costs. Additional financing of up to $55,060 may be needed if all buyers have incomes up to 70% AMI; however this gap will likely be made up by buyers who have incomes between 70-80% AMI. The Developer pro forma assumes the unit purchase price will be between the 70-80% AMI range, resulting in no financing gap and a small surplus of $5,200. This is a negligible difference and not material enough to delay parties to proceed forward with the terms and conditions of the Loan Agreement between the City and Developer. San Gabriel Valley Habitat for Humanity 12 attached 3-2 Homes + 2-Car Garages Revised 10.12.2021 DEVELOPMENT COSTS REVENUE ACQUISITION PERMANENT FINANCING Land, Title, Recording, Fees, Permits $0 City of Baldwin Park $ $1,410,000 Land Purchase $1,410,000 WISH Funding $0 ACQUISITION TOTAL $1,410,000 CalHome $1,200,000 Take-out (Mortgage) Financing $3,624,000 INDIRECT COSTS Buyer Downpayments $66,000 Architect & Engineering $240,000 SGV Habitat Subord. Liens $60,000 Landscape Plans $40,000 Total Committed $6,360,000 Permits & Fees $175,000 Funding Gap -$5,200 Title, Recording and Escrow $5,000 % Funding Committed 100% Tests, Obs. & Reports $10,000 Financing/Closing $0 AFFORDABILITY ANALYSIS Property Tax (EXEMPT)$0 First Mortgage $302,000 Insurance $50,000 Interest Rate 2.5% Misc Supplies and Fees $15,000 Term Yrs 30 Temp.Facilities $10,000 Monthly Mortgage Payment $1,194 Temp. Utilities $1,800 Taxes $378 Predevelopment Contingency $55,000 HOA Monthly $200 Predevelopment Subtotal $601,800 Insurance $100 PITI $1,872 CONSTRUCTION Utilities $125 Grading $240,000 Maintenance $100 Footings/Forms/Slabs $600,000 Monthly/Housing Cost $2,097 Underground Utilities/Service $240,000 Off-site: Sidewalk, Street $200,000 Affordability Calculation: HUD Income Cap_LA County (2020) Building Materials $1,080,000 80% AMI for family of 4 = $94,600 MEP $750,000 96,400/12 = $8033 per month Scaffolding, Supplies & Rentals $60,000 30% x $8,033= $2,410 Administration $200,000 Construction Management $270,000 SGV Habitat Project Pricing Analysis Landscape/Fencing $100,000 Sale Price (TBC per appraisal)$530,000 Construction Support $210,000 CalHome lien $100,000 Construction Contingency $393,000 City lien $117,500 Construction Subtotal $4,343,000 Buyer Downpayment $5,500 Building Total $4,944,800 SGV Habitat Subord. Lien $5,000 Land Total $1,410,000 Commercial mortgage (1st lien)$302,000 PROJECT TOTAL $6,354,800 Total construction cost per unit $412,067 All-in cost per unit $529,567 PRO FORMA_12779 Torch Street, Baldwin Park, CA Exhibit 1 Exhibit 2 Attached as separate documents STAFF REPORT ITEM NO. ________8_________ TO: Honorable Mayor and Members of the City Council FROM: Benjamin Martinez, Director of Community Development PREPARED BY: Carol Averell, Housing Manager DATE: November 17, 2021 SUBJECT: Approval of Community Development Block Grant-COVID (CDBG-CV) Public Service Grant Agreement for a Legal Services Program to Assist Residential Tenants and Landlords SUMMARY This report requests the City Council consider entering into a CDBG-CV public service grant agreement in the amount of $50,000 with Neighborhood Legal Services of Los Angeles County (NLSLA), to provide Baldwin Park tenants and landlords with legal services regarding evictions and rent control brought on by COVID-19, and authorizing the Chief Executive Officer to execute the CDBG-CV public service grant agreement. RECOMMENDATION Staff recommends that the City Council: 1. Enter into a CDBG-CV public service grant agreement in the amount of $50,000 with NLSLA to provide Baldwin Park tenants and landlords with legal services regarding evictions and rent control brought on by COVID-19; and 2. Authorize the City Attorney to make any required conforming revisions to the grant agreement as required by the Department of Housing and Urban Development and direct the Chief Executive Officer to execute a CDBG-CV public service grant agreement. FISCAL IMPACT The City Council has approved the allocation of $50,000 in CDBG-CV funds for legal services on April 21, 2021. There is no fiscal impact to the General Fund for the provisions of these services. BACKGROUND On April 21, 2021, staff presented Amendment No. Two (Substantial) to the FY 2019/20 Annual Action Plan which programed a special allocation of CDBG-Coronavirus funding in the amount of $595,251. The substantial amendment proposed the allocation of several programs including legal services to assist Baldwin Park residents and tenants. DISCUSSION Staff has been working diligently to identify an organization that provides legal services, is familiar with the CDBG and CDBG-CV requirements and also has the staff capacity to provide these services. NLSLA was established in 1965 and is the principal legal aid organization serving the Antelope, San Fernando, Pomona and San Gabriel Valleys, including the City of Baldwin Park. NLSLA is one of the largest non-profit law firms in California, recognized state and nationwide as a premier legal services organization. In 2019, NLSLA served, through representation, self-help and counsel and advice, over 100,000 people, the majority living at or below 125% of the Federal Poverty Level. NLSLA’s staff of over 130 advocates and support personnel offer legal assistance and representation in housing, health, employment, public benefits, immigration, consumer and domestic violence. NLSLA also provides community education events at local schools, faith-based organizations, and other trust centers. A key component of NLSLA’s mission, includes the provision of legal services to help prevent incidence of homelessness and address the root causes of homelessness. They stand at the forefront of legal innovation in homelessness prevention in L.A. County. NLSLA also leads the Shriver Housing Project- LA (Shriver), the largest CA eviction assistance effort. In collaboration with the LA Superior Court and public interest law firms, Shriver has provided legal assistance in nearly 10,000 eviction. NLSLA is a core member of the Los Angeles Right to Counsel Coalition, which seeks to enshrine a right to counsel for people facing eviction in L.A. and who cannot afford an attorney. NLSLA is also a partner with LAHSA and six public interest law firms on Lawyers Preventing and Ending Homelessness Project which represents clients who are either currently experiencing homelessness or who are at imminent risk of homelessness. Under this proposal, NLSLA would seek to assist HUD -income qualified (80% of Area Median Income or less) residents of the City of Baldwin Park utilizing CDBG-CV funds with the following: Monthly legal clinics (virtual) – To include education about tenant’s basic housing rights, including special provisions related to COVID, counsel/advice about their legal issues, referrals to supportive services and assignment of cases to our housing teams for higher level representation at their hearings. This could possibly include court appearances or legal filings. Current and Future Baldwin Park cases – NLSLA will utilize CDBG-CV Funds for current and existing Baldwin Park cases only including evictions, rent increases, or other tenant/landlord issues including those types of cases that under the hospice of the Los Angeles County COVID-19 Tenant Protections Resolution adopted on September 28, 2021. Referrals from Baldwin Park Staff – NLSLA will assist with cases referred by the City of Baldwin Park staff and provide updates on cases, as needed. Number of households to be assisted – This number can vary but for purposes of this agreement NLSLA expects to assist approximately 30 to 80 households with some type of service. LEGAL REVIEW The City Attorney will review the public service grant agreement as to legal form and content. ENVIRONMENTAL The action being considered by the City Council will require an Environmental Review for Activity/Project that is Exempt or Categorically Excluded Not Subject to Section 58.5 Pursuant to 24 CFR 58.34(a) and 58.35(b) prior to entering into the public service grant agreement. The action involves an organizational or administrative activity of government that will not result in the direct or indirect physical change in the environment ALTERNATIVES The City Council may provide alternate direction. ATTACHMENTS 1. CDBG-CV Public Service Grant Agreement with NLSLA. For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 22 2020-2021 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SUBAWARD AGREEMENT LEGAL SERVICES PROGRAM OFFERED BY THE NEIGHBORHOOD LEGAL SERVICES OF LOS ANGELES COUNTY (NLSLA) THIS SUBAWARD AGREEMENT (hereinafter, “Agreement”) entered into as of this 17th day of November 2021 (hereinafter, “Effective Date”), is entered into by and between the CITY OF BALDWIN PARK, a California municipal corporation (hereinafter, “City”) with offices at 14403 E. Pacific Avenue, Baldwin Park, CA 91706, and Neighborhood Legal Services of Los Angeles County (NLSLA), a non-profit law firm in California (hereinafter, “Subrecipient”). For purposes of this Agreement, the capitalized term “Parties” shall be a collective reference to both City and Subrecipient. The capitalized term “Party” may refer to either City or Subrecipient interchangeably as appropriate. R E C I T A L S WHEREAS, City participates in the Community Development Block Grant - CV (“CDBG-CV”) Program administered by the United States Department of Housing and Urban Development (“HUD”) under Government under Title I of the Housing and Community Development Act of 1974, as amended, (42 USC 5310 et seq.), which provides communities with resources to address a wide range of unique community development needs; and WHEREAS, on June 18, 2020 the City was awarded CDBG-CV funding for the fiscal year 2020-2021 (hereinafter, “CDBG-CV Funds”). The City’s Federal Award Identification number is B-20-MW-06-0554. Pursuant to the CDBG-CV Program, City receives funds from HUD for activities that benefit low or moderate-income individuals. Each activity must meet one of the following national objectives for the CDBG-CV Program: (1) benefit low and moderate-income persons; (2) prevention or elimination of slums or blight; (3) or address community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community for which other funding is not available; and WHEREAS, Subrecipient is a legal services organization that will assist low-income residents of the City of Baldwin Park through a virtual monthly legal clinic. Participants would receive education about their basic housing rights, an overview on special provisions related to COVID, counsel/advice about their legal matter, referrals to supportive services; and WHEREAS, pursuant to 24 CFR §570.503, the City may enter into subaward agreements to administer CDBG-CV programing and City wishes Subrecipient to assist the City in utilizing such funds; and WHEREAS, in accordance with the objectives of the HCD Act, the City’s subaward of CDBG-CV Funds to Subrecipient will provide programing that will benefit low or moderate income persons within the City of Baldwin Park community. For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 2 A G R E E M E N T Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Subrecipient hereby agree as follows: I. DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings given below unless expressly provided to the contrary: “Agreement” shall mean this Community Development Block Grant Program – CV Subrecipient Agreement between City and Subrecipient, including all exhibits and other documents attached or otherwise incorporated hereto. “Budget” shall refer to the NLSLA Budget that is attached and incorporated hereto as Exhibit “B” and which sets out the line item categories of Eligible Expenses and the amount of CDBG-CV Funds allocated to each category of Eligible Expense. The Budget may not be changed without the prior written approval of City’s Contract Officer. “Contract Officer” shall mean City’s Community Development Director or Housing Manager or such other person as may be designated by the City Manager. “Eligible Expenses” shall mean the expenses set forth in the Budget for which CDBG-CV Funds may be used and administrative services contemplated under this Agreement and 24 CFR §570.201. “CDBG-CV Funds” shall mean the funds allocated to the City by HUD through the CDBG-CV Program. “CDBG-CV Funding Cap” shall mean the maximum amount of CDBG-CV Funds that may be disbursed to Subrecipient during the Funding Period, which amount shall be as follows: FIFTY THOUSAND DOLLARS ($50,000). These CDBG-CV Funds shall be used to run the Legal Services Program. “CDBG-CV Program” shall mean the Community Development Block Grant - Coronavurus Program administered by HUD under HCD Act and described in the CDBG-CV Program Overview, which is attached hereto as Exhibit “C.” “Funding Period” means that certain period of time from October __ 2021 through October 31, 2022. The term of this agreement and the provisions herein shall be extended to cover any additional time period during which the Subrecipient remains in control of CDBG-CV funds or other CDBG-CV assets including Program Income. “Program” shall mean the Legal Service Program referred to in the Recitals of this Agreement. The Program shall provide a variety of legal services to low income residents in Baldwin Park, including virtual monthly legal clinic, education about their basic housing For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 3 rights, an overview on special provisions related to COVID, counsel/advice about their legal matter, referrals to supportive services and assignment of cases to legal housing teams for higher level representation at hearings as more particularly described in the Scope of Service and the Program Budget. “Program Income” shall mean all gross income generated directly by Program Services and other activity supported by CDBG-CV Funds as further defined in 24 CFR §570.500 and 24 CFR §570.504. “Program Participant” shall mean any person who participates in the Program. “Program Regulations” shall refer collectively to the requirements of the Community Development Act 1974, as amended, and HUD’s implementing regulations set forth in 24 CFR Part 570, and the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards set forth in 2 CFR Part 200, except those provisions expressly set forth in 24 CFR §570.502 as inapplicable to CDBG-CV Grants, and as the same may modified or amended from time to time and are incorporated in this Agreement by this reference. “Program Services” shall refer to the collective programming and activities Subrecipient shall provide as part of the Legal Services Program under the terms of this Agreement and as more particularly described in the Scope of Services attached and incorporated hereto as Exhibit “A.” “Quarter” or “quarterly” shall mean any of the three (3) month periods during a City fiscal year commencing July 1, October 1, January 1, or April 1. Month” or “monthly” shall mean any of the twelve (12) month periods during a City fiscal year commencing July 1, and ending June 30. “Subrecipient Personnel” shall mean any employee, volunteer, contractor, subcontractor, or agent of Subrecipient or any other person under Subrecipient’s supervision, control or direction, including subcontractors engaged by Subrecipient to perform the services and tasks contemplated herein. “Subrecipient Representative” shall mean Yvonne Mariajimenez, Executive Director NLSLA who is designated by Subrecipient to represent Subrecipient in the administration of this Agreement. “Third Party Contracts” shall have the meaning ascribed in Section 3.4 of this Agreement. II. USE OF CDBG-CV FUNDS 2.1 Term. This Agreement shall govern the performance of the Parties over the course of the Funding Period, unless earlier terminated by either party in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Subrecipient’s For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 4 obligations to City shall not end until all closeout requirements required by the Program Regulations are completed. 2.2 Scope of Services and Budget. A. Under the terms and conditions of this Agreement, the City has allocated a subaward of CDBG-CV Funds to the Subrecipient to carry out certain eligible activities pursuant to 24 CFR Part 570. Subrecipient shall use the CDBG-CV Funds to perform the specific Program Services set forth in the Scope of Services, which is attached and incorporated hereto as Exhibit “A.” Subrecipient shall perform the Program Services in accordance with the approved Budget, which is attached and incorporated hereto as “Exhibit B.” Pursuant to 2 CFR §200.331, the required subaward information is attached hereto as Exhibit “D.” B. Subrecipient shall use CDBG-CV Funds only for the Eligible Expenses permitted under the Budget and Program Regulations. Subrecipient acknowledges that it is responsible for expenses that exceed the total award amount and agrees that any funds not used in accordance with the Program Regulations and Budget must be repaid to the City. 2.3 Prior Approval for Changes. Subrecipient may not transfer allocated funds among cost categories within a budgeted program account without City’s prior written approval; nor shall Subrecipient make any changes, directly or indirectly, in program design or Program Services or in the Budget without City’s prior written approval. III. DISBURSEMENT OF FUNDS 3.1 Funding Cap. Under the terms and conditions of this Agreement, the City has allocated a subaward of CDBG-CV Funds to Subrecipient in an amount not-to-exceed FIFTY THOUSAND DOLLARS ($50,000). 3.2 Reimbursement of CDBG-CV Funds. A. Subject to all terms, conditions, and funding restrictions set forth under this Agreement, and provided Subrecipient is not in default under this Agreement, City will disburse CDBG-CV Funds to Subrecipient on a monthly basis to reimburse Subrecipient for Eligible Expenses incurred over the course of the Funding Period. B. All Eligible Expense shall be incurred in accordance with the Program Regulations, the Prime Award, and the authorizations, restrictions and requirements contained in the Notice of Prime Award and any amendments thereto and other applicable laws, regulations, grant terms and conditions or policies. C. In no event shall the amount of CDBG-CV Funds disbursed to Subrecipient exceed the Funding Cap, and all sums disbursed shall abide by the expenditure limits set forth in both the Budget and Program Regulations. D. City shall only reimburse Subrecipient for those costs actually incurred during For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 5 the Funding Period and allowable under 24 CFR Part 570 and subject to the cost principles in 2 CFR Part 200, subpart E, as exempted or modified by 24 CFR §570.502. CDBG-CV Funds shall not be expended following the earlier of the expiration or termination of this Agreement. E. The Parties acknowledge, understand and agree that City’s obligation to disburse CDBG-CV Funds is dependent upon the availability of such funds from HUD and if for any reason, City does not receive sufficient CDBG-CV Funds from HUD, or if, for any reason, HUD withdraws such funding, City shall have no further obligation to provide additional funding for any Eligible Expenses incurred by Subrecipient nor shall City be obligated to secure funding for payment of Eligible Expenses incurred by Subrecipient from any other funding source. 3.3 Invoices. A. Following the conclusion of each month during the Funding Period, Subrecipient shall submit to City a detailed and itemized invoice that identifies all Eligible Expenses incurred during the recently concluded month. The invoice shall take the form and include, at minimum, the required information set forth in the sample invoice attached and incorporated hereto as Exhibit “E.” The required invoice information shall include, but is not limited to, a list and reasonable description all out-of-pocket expenditures made and compensable tasks performed (i.e., all Eligible Expenses) during the recently concluded month as well all matching funds used to support the program. In so far as the invoiced expenses include hourly staff time, the invoice shall indicate the number of hours devoted to a particular task, the person(s) performing the task, a reasonably detailed description of the task and the applicable hourly billing rate for performing the task. Subrecipient’s invoices shall be accompanied by supporting documentation such as receipts, paid invoices, cashed checks, time records, billing statements, bank statements, and contracts. City reserves the right to request such other supporting documentation as it deems necessary or desirable to verify whether a claimed expense qualifies as an Eligible Expense. B. Within fifteen (15) calendar days of City’s receipt of the invoice, City shall notify Subrecipient in writing to identify any costs or expenses contained in the invoice that the City disputes or to request clarification or additional supporting documentation as to any claimed cost or expense. Within thirty (30) calendar days of receipt of each invoice, City shall disburse CDBG-CV Funds to the Subrecipient for all undisputed or unquestioned costs and expenses set forth in the invoice submitted by Subrecipient. Sums disputed or contested by the City or which the City has requested but not received clarification or additional supporting documentation shall be paid during the next invoice cycle, provided the Parties have resolved the dispute or City has received satisfactory clarification. C. All submitted invoices must be signed by an authorized signatory of Subrecipient and certified in accordance with 2 CFR §200.415. Notwithstanding anything to the contrary in this Agreement, the City also reserves the right to request and approve documentation supporting any invoice to verify the reasonableness and validity of such costs. D. Subrecipient shall return to City any over payments due to unearned funds or For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 6 activities disallowed pursuant to this Agreement. Subrecipient shall return any overpayment to the City within thirty (30) days after discovery by Subrecipient or within fifteen (15) days after notification by the City. E. All invoices itemizing Eligible Expenses incurred during the Funding Period must be received by the end of the City’s Fiscal Year 2021-2022. Any invoices received after the conclusion of the Fiscal Year will not be eligible for reimbursement, unless extended to cover any additional time period during which the Subrecipient remains in control of CDBG-CV funds or other CDBG-CV assets including Program Income. 3.4 Third Party Contracts. A. All agreements which Subrecipient proposes to execute and enter into with a third party for the subcontracting of any of the services and tasks set forth under the Scope of Services must first be approved by the City in writing and must comply with all Program Regulations and other requirements set forth under this Agreement. B. All Third Party Contracts that Subrecipient executed must include the following minimum requirements: (i) a requirement that the subcontractor comply with all Program Regulations and all other requirements that would otherwise apply to Subrecipient if Subrecipient were to perform the service on its own; (ii) that the subcontractor comply with the Program Regulations; (iii) that the subcontractor shall cooperate with City and make available to City all information, documents, and records reasonably requested by City in connection with the activities under this Agreement; (iv) inclusion of a provision naming City as an intended third party beneficiary with the right but not the obligation to enforce the rights of Subrecipient under the Third Party Contract for the benefit of City; (v) that City be copied on all notices between the Subrecipient and the subcontractor; (vi) that the Third Party Contract shall terminate if this Agreement is terminated or expires; (vii) that the subcontractor is not a third party beneficiary to this Agreement and shall have no expectation of funding from City; and (viii) such other provisions as the City deems necessary or desirable to safeguard the use of CDBG-CV Funds. C. If Subrecipient believes that any of the Program Regulations are not applicable to a Third Party Contract, it is Subrecipient’s responsibility to provide to City evidence that the requirement is not applicable; however, it is ultimately Subrecipient’s responsibility to include all legal requirements in its Third Party Contracts and City shall have no liability for Subrecipient’s failure to comply with this obligation. In connection therewith, any statement made by City to Subrecipient as to the non-applicability of a particular legal requirement shall be provided as an accommodation to Subrecipient and as a statement of City’s opinion, but shall not be relied upon by Subrecipient or excuse Subrecipient from Subrecipient’s responsibility to include all applicable legal requirements in its Third Party Contracts or to comply with such requirements. Subrecipient acknowledges that City’s approval of a Third Party Contract shall in no way constitute an assumption by City of any responsibility whatsoever for the performance of any activity that is the subject of the Third Party Contract, or Subrecipient’s or the Other Contracting Party’s compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or Subrecipient’s compliance with this Agreement. In connection therewith, City assumes no responsibility or liability for any act or omission of any Other Contracting Party and in no way guarantees any of the work to be done or For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 7 materials to be supplied or services to be performed. Subrecipient shall comply with all terms of Third Party Contracts. IV. GRANT ADMINISTRATION 4.1. Program Operation Standards. Subrecipient shall operate the Program, in conformity with all applicable laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation, the Program Regulations and laws set forth in Section 5 below. 4.2 Program Income. Program Income includes all gross income received by Subrecipient which is directly generated from the use of CDBG-CV funds and as more particularly defined in 24 CFR §570.500(a). Program Income is governed by 24 CFR §570.504 and not by 2 CFR §200.307. Subrecipient must comply the Program Income requirements of 24 CFR §570.504(c). If Program Income is generated by activities carried out with CDBG-CV Funds, Subrecipient shall submit to City monthly reports on all such Program Income. The Program Income shall, at City’s election, either (a) be returned to City, or (b) retained by Subrecipient and utilized for Eligible Expenses or such other activities approved in writing by City, in which case all provisions of this Agreement shall apply to the activities funded by the Program Income or Subrecipient shall, if required by City, enter into a separate agreement governing the use of the Program Income. In the event City determines that Subrecipient may retain the Program Income for Eligible Expenses, the Program Income shall be expended by Subrecipient for Eligible Expenses before City is obligated to advance any other CDBG-CV Funds to Subrecipient. In accordance with 24 CFR §570.503(b)(7), upon the expiration or termination of this Agreement expires, any outstanding Program Income shall be returned to City. 4.3 Indirect Costs. If indirect costs are charged, Subrecipient shall comply with the indirect cost rate for the Federal award, including, if applicable, the de minimis rate charged per 2 CFR §200.414 (Indirect (F & A) costs). 4.4 Reversion of assets. In accordance with 24 CFR §570.503(b)(7), upon expiration or termination of this Agreement, Subrecipient shall transfer to the recipient any CDBG-CV Funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG-CV Funds. 4.5 Program Monitoring: A. Public Intake Form and Levels of Accomplishment. The Program’s levels of accomplishment shall be measured by paperwork turned in by Program Participants and written daily attendance records kept by Subrecipient support staff. Subrecipient shall ensure all Program Participants complete a current CDBG-CV Public Intake Form, which must include information related to the Program Participant’s total household income, ethnicity and residency, and any other required documentation. B. Performance Monitoring. City shall monitor Subrecipient’s compliance with For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 8 the goals and performance standards stated above. Substandard performance as determined by the City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within a reasonable period of time after being notified by the City, contract suspension or termination procedures will be initiated. 4.6 Records and Internal Controls. In order to enable the City and HUD to determine whether Program Regulations are being met, Subrecipient shall implement written policies and procedures to ensure the recordkeeping and reporting requirements of 24 CFR §570.506 and other Program Regulations are met, including 2 CFR §200.303. A. Records to be Maintained. Subrecipient shall maintain records relating to the Program services as required by 24 CFR §570.506 and any other applicable Program Regulations. Such records shall include, but are not limited to, the following: 1. Records providing a full description of each activity undertaken; 2. Records demonstrating that each activity undertaken meets one of the CDBG-CV Program criteria set forth in 24 CFR §570.208; 3. Records required to determine the eligibility of activities as provided in 24 CFR §570.506(c)(1); 4. Records demonstrating compliance with the citizen participation requirements prescribed in 24 CFR Part 91, subpart B, for entitlement recipients, or in 24 CFR part 91, subpart C, for HUD-administered small cities recipients, as applicable; 5. Records documenting compliance with the fair housing and equal opportunity components of the CDBG-CV Program; 6. Financial records as required by 24 CFR §570.502 and 24 CFR Part 200; and 7. Other records necessary to document compliance with Subpart K of 24 CFR Part 570. B. Client Data. Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request. 4.6 Inspections/Access to Records A. Access. Pursuant to 2 CFR §200.336, the City and HUD and/or their representatives shall have full and free access to, and the right to examine, inspect, and audit, all of Subrecipient’s books and records pertaining to this Agreement at all times during normal business hours. This right shall also include timely and reasonable access to Subrecipient’s personnel for the purpose of interviewing and discussion related to said documents. This same right to review and access will be imposed upon any third party or subcontractor and it is the Subrecipient’s responsibility to ensure that any contract entered into with third parties contain all necessary clauses and language required by the City and/or HUD to ensure compliance with this Agreement and with all federal, state, and local laws and regulations. Notwithstanding 2 CFR 200.337, recipients shall provide citizens with For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 9 reasonable access to records regarding the past use of CDBG-CV funds, consistent with applicable State and local laws regarding privacy and obligations of confidentiality. B. Location of Records. The books and records required to be maintained by Subrecipient shall be kept at the business offices of Subrecipient. C. Retention. In accordance with 2 CFR §200.333 and 24 CFR §§570.502-503, Subrecipient is required to maintain all records, books, papers and other documents related to this Agreement. All Program records shall be maintained for a period of five (5) years following the final expenditure report or, from the date of the submission of the monthly or annual financial, or for such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this Agreement. 4.7 Reports and Audits. A. Reports. Subrecipient shall, at such times and in such forms as required by City, prepare and submit to the Contract Officer, such reports concerning the Program Services, and other activities under this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement in compliance with Program Regulations, and as City may reasonably require from time to time. Subrecipient shall prepare all reports in conformance with the Program Regulations. Subrecipient shall keep confidential all records containing personally identifying information regarding Program Participants. B. Audits. Subrecipient shall perform all audits of its books and records that may be required by the Program Regulations or as otherwise required by City or HUD, and a copy of such audits shall be forwarded to the City within fifteen (15) days after the stated date for completion. Subrecipient shall be subject to all audit and review requirements imposed on City in connection with the use of CDBG-CV Funds and shall, at its sole cost and expense, ensure such audits and reviews are timely performed. In accordance with 2 CFR §200.510, Subrecipient shall prepare financial statements and schedule of expenditures of federal awards. Subrecipient’s annual financial statement shall be prepared by an actively licensed public accountant and provided to the City within ninety (90) days of the end of its operating year. 4.8 Closeout. Subrecipient shall provide City with any information or assistance necessary in order to comply with the closeout requirements in 2 CFR §200.343 as well as the post-closeout requirements in 2 CFR §200.344.2. V. APPLICABLE LAWS 5.1 General. A. Subrecipient shall perform all activities funded by this Agreement in accordance with the Program Regulations, including all federal laws and regulations described in 24 CFR Part 570, subpart K, except: For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 10 (i) Subrecipient shall not assume City’s environmental responsibilities described at 24 CFR §570.604; and (ii) Subrecipient shall not assume Cities responsibility for initiating the review process under Executive Order 12372, Intergovernmental Review of Federal Programs, and HUD implementing regulations in 24 CFR Part 52. B. Subrecipient shall also comply with all other applicable federal, state and local laws. The term “federal, state and local laws” as used in this Agreement shall mean all applicable statutes, rules, regulations, executive orders, directives or other laws, including all laws as presently in effect and as may be amended or otherwise altered during the Funding Period, as well as all such laws which may be enacted or otherwise become effective during the Funding Period. The term “federal, state and local laws” shall include, but it is not limited to those laws set forth in Sections 5.2 through 5.10 below. 5.2 Suspension and Debarment. Subrecipient shall comply with the debarment and suspension requirements set forth in 24 CFR §5 and 24 CFR §24. Subrecipient represents that neither it nor any of its principals has been debarred, suspended or determined ineligible to participate in federal assistance awards or contracts as defined in regulations implementing Office of Management and Budget Guidelines on Government wide Debarment and Suspension (Non-procurement) in Executive Order 12549. Subrecipient further agrees that it will notify City immediately if it or any of its principals is placed on the list of parties excluded from federal procurement or non-procurement programs available at www.sam.gov.; 5.3 Federal Funding Accountability and Transparency Act of 2006. Subrecipient agrees to provide City with all information requested by City to enable City to comply with the reporting requirements of the Federal Funding Accountability and Transparency Act of 2006 (P.L. 109-282, as amended by section 6202 of P.L. 110-252). 5.4 Regulations on Nondiscrimination and Equal Opportunity. In accordance with 24 CFR §§570.601-602, 24 CFR §570.607, 24 CFR §570.614, and 24 CFR §570.506, Subrecipient shall comply with and maintain records showing compliance with all applicable fair housing and civil rights requirements in 24 CFR §5.105(a). The Subrecipient shall not discriminate against any employee or person served on account of race, color, sex, age, religion, ancestry, national origin, handicap or marital status in the performance of this Agreement. Specifically, Subrecipient shall comply with all of the following: (a) The Fair Housing Act (42 U.S.C. §3601- 3619) and implementing regulations at 24 CFR Part 100 et seq.; (b) Executive Order 11063, as amended by Executive Order 12259 (3 CFR, 1959-1963 Comp., p. 652 and 3 CFR, 1980 Comp., p. 307) and implementing regulations at 24 CFR Part 107 (Equal Opportunity in Housing Programs); (c) Title VI of the Civil Rights of 1964 (42 U.S.C. §§2000d - 2000d-4) and implementing regulations at 24 CFR Part 1 (Nondiscrimination in Federally Assisted Programs; For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 11 (d) The Age Discrimination Act of 1975 (42 U.S.C. §§6101 - 6107) and implementing regulations at 24 CFR Part 146; (e) Title II of the Americans with Disabilities Act (42 U.S.C. §12101), et. seq. and 28 CFR Parts 35 and 36; (f) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794) and implementing regulations at 24 CFR Part 8 for purposes of the CDBG-CV program, the term “dwelling units” in 24 CFR Part 8 shall include sleeping accommodations; (g) Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086 and 12107, and implementing regulations at 41 CFR Part 60 (Equal Employment Opportunity Programs); (h) Executive Order 11625, as amended by Executive Order 12007 (Minority Business Enterprises); (i) Executive Order 12432 (Minority Business Enterprise Development); and (j) Executive Order 12138, as amended by Executive Order 12608 (Women's Business Enterprise); (k) Executive Order 12138, as amended by Executive Order 12608 (Women's Business Enterprise); and (l) Executive Order 13279 (Equal Protection of the Laws for Faith–Based and Community Organizations). 5.5 Housing and Urban Development Act. Subrecipient shall comply with Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR part 135. 5.6 Religious Activities. Subrecipient shall not use CDBG-CV Funds for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization. 5.7 Drug-Free Workplace. Subrecipient shall comply with the Drug Free Workplace Act of 1988, 41 U.S.C. §701, et. seq.) as well as HUDs implementing regulations at 24 CFR Part 2429, which require all programs and activities receiving federal assistance to maintain a drug-free workplace. 5.8 Hatch Act. Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 5.9 Lead Based Paint: As provided by 24 CFR §570.608 Lead-Based Paint Poisoning For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 12 Prevention Act (42 U.S.C. 4821-4846), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856) and implementing regulations at 24 CFR Part 35, subparts A, B, H, J, K, M, and R shall apply to all shelters assisted under the CDBG-CV program and all housing occupied by program participants. 5.10 Conflicts of Interest. A. In the procurement of supplies, equipment, construction, and services, Subrecipient shall comply with the conflict of interest rules in 2 CFR Part 200. Subrecipient agrees and warrants that it will establish and adopt written standards of conduct governing conflicts of interest and the performance of its officers, employees, or agents engaged in the selection, award and administration of contracts supported by these federal funds. B. At a minimum these safeguards must ensure that no employee, officer or agent participates in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated in 2 CFR §200.318, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of Subrecipient cannot solicit or accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. These standards of conduct must also provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of Subrecipient. If Subrecipient has a parent, affiliate, or subsidiary organization, Subrecipient must also maintain written standards of conduct covering organizational conflicts of interest. C. In all cases not governed by 2 CFR Part 200, Subrecipient shall comply with the conflict of interest provisions contained in 24 CFR §570.611. Subrecipient shall also keep records supporting requests for waivers of conflicts. D. Subrecipient will disclose in writing any potential conflict of interest to the City. By executing this Agreement, Subrecipient covenants and certifies that none of its employees, officers, or agents described in these regulations have any interest in this Agreement or any other interest which would conflict in any manner with this Agreement or the performance of this Agreement. 5.11 Confidentiality: Subrecipient shall develop, implement, and maintain written procedures to ensure the confidentiality of records pertaining to any individual(s) assisted with CDBG-CV funds under this Agreement, and that the address or location of any assisted housing will not be made public. VI. NONCOMPLIANCE AND TERMINATION 6.1 Remedies for Non-compliance. If Subrecipient fails to comply with Federal statutes, regulations, or the terms and conditions of this Agreement, the City may impose additional conditions as described in 2 CFR §200.207. As provided under 2 CFR §200.338 If the City For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 13 determines that noncompliance cannot be remedied by imposing additional conditions, the City may take one or more of the following actions, including but not limited to: (a) Temporarily withhold cash payment pending correction of the deficiency or more severe enforcement action by the City; (b) Disallow both use of funds and any applicable matching credit for all or part of the cost of the activity or action not in compliance; (c) Wholly or partly suspend or terminate the award; (d) Initiate suspension or debarment proceedings as authorized under 2 CFR Part 180 and applicable regulations or recommend such proceedings be initiated by HUD; (e) Withhold further federal awards for the project or program; and (f) Take other remedies that may be legally available including, but not limited to litigation, declaratory judgment, specific performance, damages, injunctions, enforcement of the Declaration of Restrictive Covenant, termination of the Agreement, or any other available remedies. 6.2 Defaults: In the event either Party fails to perform, or adhere to, any applicable duty, obligation or standard of conduct set forth under this Agreement (or fails to perform or adhere to any such duty, obligation or standard of conduct at the time, place or manner set forth in this Agreement), an event of default (hereinafter, “Event of Default”) shall have occurred. Except as otherwise provided in this Agreement, if an Event of Default remains uncured by the defaulting Party for a period in excess of thirty (30) calendar days from the date upon which the non-defaulting Party issues notice of default (hereinafter, a “Default Notice”) to the defaulting Party, then the default shall constitute a breach of this Agreement. If a Party is in breach of this Agreement, the non-breaching Party may pursue any and all remedies available to it at law or in equity. If Subrecipient is in breach (whether or not such breach is caused by Subrecipient or Subrecipient’s officials, officers, employees, agents, contractors, subcontractors or subconsultants, City may, in its sole and absolute discretion (and without obligation), terminate this Agreement upon the issuance of five (5) calendar days prior written notice of termination on the grounds of breach (a “Breach-Termination Notice”). City’s ability to terminate this Agreement as provided in this Section shall be in addition to any other remedies City may have at law or in equity in the event of breach and shall not be in lieu of such other remedies. 6.3 Suspension and Termination: Subrecipient and City shall comply with the noncompliance and termination provisions in 2 CFR Part 200. In addition to the other remedies for noncompliance, this Agreement may be terminated as follows: (i) Lack of Funding. If, for any reason, the CDBG-CV Funds required by City to fund the Eligible Expenses are not received by City or are withdrawn from City, the City may unilaterally terminate or modify the terms of this Agreement to reflect the loss of funding, which modification may For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 14 include without limitation a reduction in the CDBG-CV Funding Cap and/or further restrictions on the range of costs or expenses that qualify as Eligible Expenses. (ii) By City. As provided by 2 CFR §§200.338 and 339, the City may suspend or terminate this Agreement in whole or in part if Subrecipient fails to comply with any terms and conditions of this Agreement or upon the occurrence of any Event of Default or any other breach of this Agreement. In accordance with 2 CFR §200.339, the City may also terminate this Agreement with the consent of Subrecipient, in which case, Subrecipient and City must agree upon the termination conditions, including the effective date, and in the case of partial termination, the portion to be terminated. (iii) By Subrecipient. Under 2 CFR §200.339(a)(4), this Agreement may also be terminated by Subrecipient by providing City with written notification setting forth the reason for such termination, the effective date and in the case of partial termination, the portion to be terminated. In the case of partial termination, if City determines that the reduced or modified portion of the award will not accomplish the purposes for which the award was made, the City may terminate the award and this Agreement in its entirety. (iv) Termination for Convenience. City may, by written notice to Subrecipient, terminate this Agreement at any time for convenience and without cause or penalty by giving written notice to Subrecipient of such termination, and specifying the effective date thereof, at least five (5) calendar days before the effective date of such termination. Upon such termination for convenience, Subrecipient shall be compensated only for those Eligible Expenses incurred prior to the effective date of City’s termination. In no event shall Subrecipient be entitled to funding for any Eligible Expenses incurred after the effective date of termination. If this award is terminated or partially terminated, the Subrecipient remains responsible for compliance with the closeout requirements in 2 CFR §200.343 and post-closeout requirements set forth in 2 CFR §200.344. 6.4 Scope of Waivers. No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 6.5 Rights and Remedies are Cumulative. All remedies provided for herein are cumulative and shall be in addition to any and all other rights and remedies provided by law. The exercise by a party of one or more of its 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 For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 15 any other default by the other Party. VII. GENERAL PROVISIONS 7.1 Notices. All notices required to be delivered under this Agreement to City or Subrecipient shall be delivered to the respective parties at the address set forth next to the party’s signature to this Agreement or to such other address as the parties may hereafter designate by written notice to the other party. 7.2 Contract Administration. The Contract Officer shall be the person designated by City to administer this Agreement on behalf of City, and the Subrecipient Representative shall be the person designated by Subrecipient to administer this Agreement on behalf of Subrecipient. 7.3 Entire Agreement, Waivers and Amendments. This Agreement including its exhibits integrate all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged, and all amendments and modifications hereto must be in writing and signed by the appropriate authorities of City and Subrecipient. 7.4 Enforced Delay; Extension of Times of Performance. Time is of the essence in the performance of each of the parties’ respective obligations set forth in this Agreement. No party shall be deemed to be in default and times for performance hereunder shall be extended where delays are due to war; insurrection; any form of labor dispute; lockouts; riots: floods; earthquakes; fires; acts of God or of third parties; third party litigation; acts of a public enemy; referenda; acts of or failures to act by governmental authorities (except that the failure of City to act as required hereunder shall not excuse its performance); moratoria; epidemics; quarantine restrictions; freight embargoes; unusually severe weather; inability to secure necessary labor, materials, or tools; or other similar causes beyond the control and without the fault of the party claiming an extension of time to perform; provided, however, that the party claiming the existence of a force majeure delay and an extension of its obligation to perform shall notify the other party of the nature of the matter causing the delay within thirty (30) days from the occurrence thereof; and, provided further, that the extension of time shall be only for the period of the force majeure delay. 7.5 Prohibition Against Assignment and Transfer. The qualifications and identity of Subrecipient are of particular concern to City. It is because of those qualifications and identity that City has entered into this Agreement with Subrecipient. Accordingly, Subrecipient shall not, whether voluntarily, involuntarily, or by operation of law, undergo any change in ownership or assign, transfer or convey all or any part of this Agreement or any rights hereunder without City’s prior written approval. In considering whether it will grant approval, City shall consider factors such as (a) whether the completion of the Program would be jeopardized; (b) the financial credit, strength, and capability of the proposed transferee to perform Subrecipient’s obligations hereunder, including the operation of the Program on the Property; and (c) the proposed transferee’s experience and expertise in the For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 16 planning, financing, development, ownership, and operation of similar projects and programs. In the absence of specific written agreement by City, no transfer by Subrecipient of all or any portion of its interest in this Agreement shall be deemed to relieve it or any successor party from the obligation to perform the duties and obligations set forth herein. No assignment shall be approved if Subrecipient is in default (or a default notice has been issued) of this Agreement. 7.6 Authority to Execute. The person(s) executing this Agreement on behalf of the parties hereto warrant that (a) such party is duly organized and existing, (b) they are duly authorized to execute and deliver this Agreement on behalf of said party, and (c) by so executing this Agreement, such party is formally bound to the provisions of this Agreement. 7.7 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 7.8 Exhibits. This Agreement incorporates by reference the following six (6) Exhibits attached hereto: Exhibit A Scope of Services Exhibit B Program Budget Exhibit C CDBG-CV Program Overview Exhibit D Subrecipient Information Exhibit E Sample Invoice Exhibit F Insurance Requirements [SIGNATURES ON NEXT PAGE] For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 17 IN WITNESS WHEREOF, City and Subrecipient have entered into this Agreement to be effective as of the date set forth above. Address: City of Baldwin Park Community Development Department Housing Division 14403 E. Pacific Avenue Baldwin Park, CA 91706 Attn: Housing Manager “CITY” City of Baldwin Park, a California municipal corporation By:___________________________ Enrique C. Zaldivar, City Manager Date: _________________________ Address: Neighborhood Legal Services of Los Angeles County 1104 E. Chevy Chase Drive Glendale, CA 91205 “SUBRECIPIENT” Neighborhood Legal Services of Los Angeles County (NLSLA) By:___________________________ Yvonne Mariajimenez Date: _________________________ APPROVED AS TO FORM: City of Baldwin Park City Attorney ________________________________ City Attorney For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 18 EXHIBIT “A” SCOPE OF SERVICES Under this proposal, NLSLA would seek to assist HUD 1-income qualified (80% of Area Median Income or less) residents of the City of Baldwin Park utilizing CDBG-CV 2 Funds with the following: Monthly legal clinics (virtual) – To include education about tenant’s basic housing rights, including special provisions related to COVID, counsel/advice about their legal issues, referrals to supportive services and assignment of cases to our housing teams for higher level representation at their hearings. This could possibly include court appearances or legal filings. Current and Future Baldwin Park cases – NLSLA will utilize CDBG-CV Funds for current and existing Baldwin Park cases only including evictions, rent increases, or other tenant/landlord issues including those types of cases that under the hospice of the Los Angeles County COVID-19 Tenant Protections Resolution adopted on September 28, 2021. Referrals from Baldwin Park Staff – NLSLA will assist with cases referred by the City of Baldwin Park staff and provide updates on cases, as needed. Number of households to be assisted – This number can vary but for purposes of this agreement NLSLA expects to assist approximately 30 to 80 households with some type of service. Both parties to this agreement agree that the types of services contemplated under this agreement are limited by many factors including an ever-growing demand from the public for legal assistance during the on-going pandemic and the fact that the number of legal resources that can be provided by NLSLA are finite. For this reason, it is understood and agreed by both parties that NLSLA will make best efforts to provide assistance under the terms and conditions of this agreement but that said services will be adjusted, if deemed appropriate by NLSLA, within the scope of NLSLA priorities. 1 HUD is the Federal Department of Housing and Urban Development. 2 CDBG CV is Community Development Block Grant Coronavirus Funding from HUD. For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 19 For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 20 EXHIBIT “B” PROGRAM BUDGET CDBG Funding Uses/Expenses CDBG Total Total Amount Personnel Services - Salaries $ 50,000.00 Total $ 50,000.00 For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 21 EXHIBIT “C” CDBG-CV PROGRAM OVERVIEW The goal of the Neighborhood Legal Services to provide legal services by providing services to low income residents in Baldwin Park. Under this proposal, NLSLA will assist low-income residents of the City of Baldwin Park through a virtual monthly legal clinic. Participants will receive education about their basic housing rights, an overview on special provisions related to COVID, counsel/advice about their legal matter, referrals to supportive services and assignment of cases to NLSLA housing teams for higher level representation at the hearings, if appropriate and within the scope of our priorities. The City of Baldwin Park may in some cases refer and/or direct residents to NLSLA as needed for assistance with legal issues as they arise, but this will be subject to NLSLA’s capacity and resource limitations. Staff salaries would include: Intake Screener – Salary. Other legal staff For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 22 EXHIBIT “D” SUBAWARD DATA (i) Subrecipient Name Legal Services Program (ii) Subrecipient Unique Entity Identifier: 95-2408642 (iii) Federal Award Identification Number (FAIN): B-20-MW-06-0554 (iv) Federal Award Date of Award to the Recipient by the Federal Agency: 06/18/2020 (v) Subaward Period of Performance Start Date: 10/07/2021 Subaward Period of Performance End Date: 10/31/2022 (vi) Amount of Federal Funds Obligated by this Action by City to the Subrecipient: $50,000 (vii) Total Amount of Federal Funds Obligated to the Subrecipient by the City Including the Current Obligation: $50,000 (viii) Total Amount of the Federal Award Committed to the Subrecipient by the City: $50,000 (ix) Federal Award Project Description: Other Public Services (x) Name of Federal Awarding Agency: HUD / CDBG-CV Name of Pass-Through Entity: City of Baldwin Park Contact Information f or Federal Awarding Official: Rufus Washington, Director / CPD Contact Information for City’s Authorizing Official: Enrique Z. Zaldivar, City Manager Contact Information for City’s Project Director: Carol Averell, Housing Manager (xi) CFDA Number and Name: 14.218 - Community Development Block Grant/Entitlement Grants (xii) Identification of Whether Subaward is R&D: N/A (xiii) Indirect Cost Rate for the Federal Award: N/A Subrecipient Indirect Costs: N/A For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 22 EXHIBIT “E” Sample Program Invoice Please view attached invoice template, this attachment will also be available in Excel format upon contract execution. For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 24 For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 25 EXHIBIT “F” Insurance Requirements The policy or policies of insurance maintained by Subrecipient shall provide the following limits and coverages: POLICY • Additional Insured Endorsement o Modifying the policy and naming “The City and its Officers, Employees and Agents” as additionally insured. • Worker's Compensation Insurance: o Statutory • Comprehensive Automobile Liability Insurance (including hired and non-owned automobiles) o $1,000,000 Bodily Injury each person o $1,000,000 Bodily Injury each occurrence o $1,000,000 Property Damage each occurrence • Comprehensive General Liability Insurance (including occurrence products and completed operations, broad form occurrence contractual, and personal injury) o $1,000,000 Bodily Injury each person o $1,000,000 Bodily Injury each occurrence o $1,000,000 Bodily Injury Aggregate o $1,000,000 Property Damage each occurrence Any deductibles of self-insurance retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Subrecipient shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. For Internal Reference Only: Contract No. BP-CDBG-CV-PSA 20.105 26 Insurance shall be in full force and effect commencing on the first day of the term of this Agreement. Each insurance policy required by this Agreement shall contain the following clauses: • "This insurance shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days written notice has been given to the City by Certified Mail, Return Requested." • "All rights of subrogation are hereby waived against the City and the members of the City Council and elective or appointive officers or employees, when acting within the scope of their employment or appointment." • "The City, its officers, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Subrecipient, products and completed operations of the Subrecipient; premises owned, occupied or used by the Subrecipient; or automobiles owned, leased, hired or borrowed by the Subrecipient. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers." • "It is agreed that any insurance maintained by the City will apply in excess of, and no contribute to, insurance provided by the Subrecipient." • "Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees agents or volunteers." • "Insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability." All insurance coverage required under this Agreement shall be provided through carriers with a Best's Key Rating guide rating of A-:VII or higher that are admitted to do business in the State of California. The certificate(s) of insurance evidencing such coverage shall be completed and executed by an authorized representative of the Company providing insurance, and shall be filed with and approved by the City. Subrecipient shall include all subcontractors as insured's under its policies, or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated above. STAFF REPORT ITEM NO. _______SA-1__________ TO: Honorable Chair and Board Members of the Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park FROM: Rose Tam, Director of Finance DATE: November 17, 2021 SUBJECT: Treasurer’s Report – September 2021 SUMMARY Attached is the Treasurer’s Report for the month of September 2021. The Treasurer’s Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City’s Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer’s Report for September 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer’s Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit “A”, Treasurer’s Report STAFF REPORT ITEM NO. _______SA-2__________ TO: Honorable Chair and Board Members of the Successor Agency to the Dissolved Community Development Commission of The City of Baldwin Park FROM: Rose Tam, Director of Finance DATE: November 17, 2021 SUBJECT: Successor Agency To The Dissolved Community Development Commission of The City of Baldwin Park Warrants and Demands SUMMARY Attached is the Warrants and Demands Register for the Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park to be ratified by the City Council. RECOMMENDATION Staff recommends that the Board ratify the attached Warrants and Demands Register. FISCAL IMPACT The total of the attached Warrants Register for Successor Agency of the City of Baldwin Park was $2,429.31. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous meeting and the following is a summary of the payment released: 1. The September 28 to November 4, 2021, Successor Agency Warrant with check number 13568 through 13570 in total amount of $2,429.31 was made on behalf of Successor Agency of the City of Baldwin Park constituting of claim and demand against the Successor Agency of the City of Baldwin Park, are herewith presented to the City Council as required by law, and hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Check Register STAFF REPORT ITEM NO. ________9_________ TO: Honorable Mayor and Members of the City Council FROM: Robert N. Tafoya, City Attorney DATE: November 17, 2021 SUBJECT: Consideration of Amendment to the Rent Stabilization Ordinance of the City of Baldwin Park to Clarify Certain Provisions SUMMARY On December 4, 2019, the City Council adopted Ordinance No. 1447 to temporarily freeze rents for 120 days in the City of Baldwin Park, prohibit certain residential units from rent increases in excess of 3% in any 12 month period, and regulating the reasons landlords are permitted to terminate certain residential tenancies. To address the concerns of residents and to clarify provisions in Rent Stabilization Ordinance, the City Council directed staff to draft changes to the Rent Stabilization Ordinance. If desired, the City Council may take action on the proposed changes to the Rent Control Ordinance during the next City Council Meeting, or table the item for further consideration. During the City Council Meeting of November 3, 2021, the City Council requested the inclusion of multifamily units, condos, and single family homes into the RSO; and directed staff to research the legalities/restrictions tied to the changes including mobile homes; and directed staff to conduct outreach to tenants and landlords on the proposed changes; and present said changes during a study session. RECOMMENDATION Staff recommends that the City Council introduce for first reading, by title only, Ordinance 1466 entitled: “An Ordinance of the City Council of the City of Baldwin Park, California, Amending Chapter 11, Section 129 to the Baldwin Park Municipal Code Prohibiting Residential Real Property and Mobile Home Space Rental Rate Increases that Exceed Three Percent (3%) Annually, or Eighty Percent (80%) of the Change in Consumer Price Index, whichever is Less, within the City”, and direct staff to bring back for second reading and adoption at the next regularly scheduled City Council Meeting. BACKGROUND The City of Baldwin Park City Council adopted Urgency Ordinance No. 1447 on December 4, 2019 to temporarily freeze rents for 120 days in the City of Baldwin Park (until April 3, 2020), prohibit certain residential units from rent increases in excess of 3% in any 12 month period, and regulating the reasons landlords are permitted to terminate certain residential tenancies, also called Just Cause Eviction. The changes to the Ordinance 1447 proposed by staff address typographical errors in the ordinance, add terms to further strengthen the Ordinance and clarify sections for the benefit of both tenants and landlords. The additional terms prohibit landlords from raising or instituting new fees for services that were included in the rent previously, such as water, electricity and parking in order to circumvent the rent increase cap of 3%. Ordinance 1447 does not have a separate eviction freeze, only a rent freeze, also called a rent moratorium. This rent moratorium ended on April 3, 2020. However, the City enacted a separate emergency eviction Freeze due to the ongoing Covid-19 pandemic. This local eviction freeze brought the city in line with the statewide emergency order. The statewide emergency order ended on September 30, 2020. However, LA County has now enacted a rent freeze ordinance that applies to the City of Baldwin Park. FISCAL IMPACT The registration fee of $28.00 per affected housing unit has remained unchanged and is expected to generate approximately $40,000 annually to reimburse the City for a portion staff costs associated with the administration of the RSO. After the adoption of Ordinance No. 1447, post cards were mailed providing notice of the registration requirement. Just under 25% of the estimated units have registered thus far. A second post card notice was mailed at the end of August reminding landlords to pay the fee by September 10th or they will be subject to a penalty of 150% per controlled rental unit. CEQA Pursuant to Section 15061 (b)(3) of the California State CEQA Guidelines, the amendments to the City of Baldwin Park’s Municipal Code are exempt from CEQA, as they do not have the potential for causing a significant effect on the environment. ALTERNATIVES The City Council may also select to table this item to the next regularly scheduled City Council Meeting and provide further direction to staff on the proposed Rent Stabilization Ordinance. LEGAL REVIEW This report has been reviewed and approved by the City Attorney as to legal form and content. ATTACHMENTS Ordinance 1466 will be available for review prior to November 17, 2021. ATTACHMENT 1 – Table of Changes to Ordinance 1447 Section Original Revision Effect 129.04(b) If there was no rent in effect on the date one year prior to the adoption of this Ordinance, the base rent ceiling shall be the rent that was charged on the first date that rent was charged. If there was no rent in effect on the date one year prior to the adoption of this Ordinance, the base rent ceiling shall be the rent that was charged on the first date that rent was charged subsequent to the date one year prior to the adopt of this Ordinance. The original required landlords to set the base rent at the point tenants first moved into the unit. This could potentially have set base rent at values from 2018 or earlier. A 10- year tenant would have base rent values set as early as 2010. The revision limits the inquiry to one year prior to the adoption of the RSO. 129.04(c) Landlord may increase the “base rent ceiling” according to the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers or CPI-U. The maximum increase in rent based on the CPI-U is three percent (3%) per twelve-month period. Thus, no base rent ceiling may be increased more than three percent (3%) during any twelve- month period. Landlord may increase rent according to the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers or CPI-U. The maximum increase in rent based on the CPI-U is three percent (3%) per twelve-month period. Thus, the rent for any controlled unit shall not be increased more than three percent (3%) during any twelve- month period. An increase made pursuant to this subsection shall establish a new “base rent ceiling” for the affected unit. The original language confused landlords, because they thought they could increase the base rent ceiling and then increase the rent on top of the base rent ceiling increase. The revision aims to clarify that the rent cannot be raised more than 3% in a year and that making an increase in rent establishes the new base rent. Section Original Revision Effect 129.04(d) If the Consumer Price Index (CPI-U) is zero or less than one percent, then the landlord may increase rent to one percent (1%). If the Consumer Price Index (CPI-U) is any number less than one percent (1%), then the landlord may increase rent up to one percent (1%). The “zero or one percent” language caused confusion. The aim of this revision was to clarify that landlords may raise rent by 1% if the CPI-U is 1% or less. 129.04(e) As soon as the landlord is aware of the maximum allowable rent, the landlord shall post it for each unit in a prominent place in or about the affected controlled rental units. The City may require that other information it deems relevant also be posted. The landlord has a duty to post the maximum allowable rent prior to any increase. [Original Language intact] The original language potentially rewarded a landlord’s willful ignorance. The aim of the revision is to clarify that the landlord has a duty to post the maximum rent. 129.05(a) Upon receipt of a petition by a landlord, the rent of individual controlled rental units may be adjusted upward above the maximum allowable in accordance with the procedures set forth elsewhere in this Ordinance. Upon receipt of a petition by a landlord, the rent of individual controlled rental units may be adjusted upward above the maximum allowable in accordance with the procedures set forth in this section. The aim of this revision is to clarify that section 129.05 contains the hearing procedure. 129.06 The request must be made in writing, describe all facts to the negative cash flow, and be on an approved form the City will provide. The request must be made in writing, describing all facts to the negative cash flow, provide any documents to be considered by the City Council, and be on an approved form the City will provide. [Remainder of original Language intact] For a petition under this section, the hearing process and procedures under Section 129.05 will apply. The original language did not require documentation or reference the procedure for the hearing. The aim of the revision is to require documentation to be provided prior to the hearing and for the hearing process to be handled according to the procedure outlined in Section 129.05 Section Original Revision Effect 129.7 Section 129.7 Section 129.07 Numbering change to bring the section in line with the other sections of the RSO. 129.8 Section 129.8 Section 129.08 Numbering change to bring the section in line with the other sections of the RSO. 129.8 No landlord shall take action to terminate any tenancy including but not limited, to making a demand for possession of a rental unit, threatening to terminate a tenancy, serving any notice to quit or other eviction notice or bringing any action to recover possession or be granted recovery of possession of a controlled rental unit unless: No landlord shall take action to terminate any tenancy including but not limited to, making a demand for possession of a rental unit, threatening to terminate a tenancy, serving any notice to quit or other eviction notice, or bring any action to recover possession, or be granted recovery of possession of a controlled rental unit unless one of the following apply: The original could be read to require that all ten subsections requirements be present. Some of these would inherently conflict. The revisions attempt to clarify that one of the ten provisions must be present. 129.11(d)(4) The landlord seeks to recover possession of the rental unit in order to comply with a governmental agency's order to vacate, order to comply, order to abate, or any other order that necessitates vacating the rental unit as a result of a significant or extended violation of housing, health, building or safety laws of the state of California or the City of Pasadena which would result in a constructive eviction. The landlord seeks to recover possession of the rental unit in order to comply with a governmental agency's order to vacate, order to comply, order to abate, or any other order that necessitates vacating the rental unit as a result of a significant or extended violation of housing, health, building or safety laws of the state of California or the City of Baldwin Park which would result in a constructive eviction. Original incorrectly listed the City as Pasadena instead of Baldwin Park Section Original Revision Effect 129.12 Landlord must provide a factual basis in writing to the City. The pass-through, if approved, will run with the units. The landlord must provide a factual basis in writing to the City describing all facts of the passthrough, any documents to be considered by the City, and any receipts to be considered by the City. The passthrough, if approved, will run with the units for five years. [Remainder of Original Language intact] For a petition under this section, the hearing process and procedures under Section 129.05 will apply. The original section did not fully expand on how a landlord could show the factual basis required. It also was unclear as to the hearing process. The revision attempts to clarify this by expanding on the requirements for documents and receipts. The revision also refers the landlord to the hearing process in section 129.05. 129.15 By Petition to the City Council, any landlord may seek a rent increase above three percent based on providing "just cause" for the increase. Landlord must provide factual basis in writing to the City. By petition to the City Council, any landlord may seek a rent increase above three percent (3%) based on providing “just cause” for the increase. [Original Language intact] The landlord must provide a factual basis in writing to the City Council describing all facts of the “just cause” increase and any documents to be considered. [Original Language intact] For a petition under this section, the hearing process and procedures under Section 129.05 will apply. The original section did not fully expand on how a landlord could show the factual basis required. It also was unclear as to the hearing process. The revision attempts to clarify this by expanding on the requirements for documents. The revision also refers the landlord to the hearing process in section 129.05. Section Original Revision Effect 129.19 Any provision, whether oral or written in or pertaining to a rental housing agreement whereby any provision of this Ordinance for the benefit of the tenant is waived, shall be deemed to be against public policy and shall be void. Any provision, whether oral or written in or pertaining to a rental housing agreement, whereby any provision of this Ordinance is waived, for the benefit of the tenant, shall be deemed to be against public policy and shall be void A common was added after the word waived. This was added to clarify that the provisions of the RSO are for the benefit of the tenant. 129.21(c) If the tenant from whom such excessive payment is demanded, accepted, received or retained in violation of the foregoing provisions of this Ordinance or any rule or regulation or order hereunder promulgated fails to bring a civil or administrative action as provided for in this Ordinance within one hundred eighty (120) days from the date of occurrence of the violation, the City may settle the claim arising out of the violation or bring such action. If the tenant from whom such excessive payment is demanded, accepted, received, or retained in violation of the foregoing provisions of this Ordinance or any rule of regulation or order hereunder promulgated fails to bring a civil or administrative action as provided for in this Ordinance within one hundred eighty (180) days from the date of the occurrence of the violation, the City may settle the claim arising out of the violation or bring such action. The original contained a conflict between the amount written and the numerical amount: one hundred eighty vs (120). The revision brings the numerical amount in line with the written amount. 192.22 192.22 129.22 Numbering change to bring the section in line with the other sections of the RSO. 192.22 Any landlord violating this Ordinance shall be guilty of a misdemeanor. Any landlord found to be in willful or continuous violation of this Ordinance shall be guilty of a misdemeanor. The original made every violation, even minor or incidental violation a crime. The revision allows landlords to remedy any violations without immediate criminal action by the City. Section Original Revision Effect 129.25 To the extent that the amendments to Ordinance adopted at the same time as this Section incorporate rules, regulations and practices of the City existing on the date of the adoption hereof, this amendment is declarative of existing law and does not impose any new requirements or limit any existing ones. To the extent that the amendments to this Ordinance adopted at the same time as this Section incorporate rules, regulations, and practices of the City existing on the date of the adoption hereof, this amendment is declarative of existing law and does not impose any new requirements or limit any existing ones. Added the word “this” to the opening phrase to clarify that the section applied to the RSO and not to Ordinances in general. 129.26 Single Family homes, Mobile homes, and duplexes are automatically exempt from the provisions of this Ordinance. Single family homes, mobile homes, mobile home spaces, duplexes, trailers, and trailer spaces are automatically exempt from the provisions of this Ordinance. For the purposes of this section, the phrase “single family home” shall be defined by its normal use and common construction. This original did not completely reflect the definitions listed in Section 129.01. The revision added the additional exemptions reflected in that section and aims to clarify that “single family home” is a commonly used housing term and not a term with a specific legal definition. ATTACHMENTS 1. Revised Ordinance 1447 with redline changes AGENDA BALDWIN PARK FINANCE AUTHORITY REGULAR MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 November 17, 2021 7:00 PM THE COUNCIL CHAMBER WILL BE OPEN TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS Audio Streaming will be available at: https://www.youtube.com/channel/UCFLZ0_dDFRjy59rhiDZ13Fg/featured?view_as=subscriber http://baldwinpark.granicus.com/ViewPublisher.php?view_id=10 Audio Streaming Simultaneously in Spanish will be available at: https://www.youtube.com/channel/UC3bPFBIHcoPIks1XqetmGcA Emmanuel J. Estrada - Chair Alejandra Avila - Vice Chair Daniel Damian - Board Member Monica Garcia - Board Member Paul C. Hernandez - Board Member PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. In accordance with Chapter 39 of the Baldwin Park Municipal Code, Speakers must address the Council as a whole and refrain from making impertinent, slanderous, or profane remarks or disrupt the peace of the meeting. COMENTARIOS DEL PÚBLICO Se invita al público a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que esté bajo su jurisdicción. De acuerdo con el capítulo 39 del Código Municipal de la Ciudad de Baldwin Park, los comentaros deben se dirigidos al Concilio como una sola entidad, y no ser impertinentes, difamatorios, o profanos, o interrumpir la paz de la reunión. FINANCE AUTHORITY REGULAR MEETING – 7:00 PM CALL TO ORDER ROLL CALL Board Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Vice Chair Alejandra Avila, and Chair Emmanuel J. Estrada PUBLIC COMMUNICATIONS THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar acción en algún asunto a menos que sea incluido en la agenda, o a menos que exista algúna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciónes o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideración en juntas proximas. [Codigo de Gobierno §54954.2] If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on November 17, 2021 to comments@baldwinpark.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. CONSENT CALENDAR 1. Treasurer’s Report – September 2021 Staff recommends that the Board receive and file the Treasurer’s Report for September 2021. ADJOURNMENT PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at lmorales@baldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) CERTIFICATION I, Marlen Garcia, Secretary of the Finance Authority hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 10th day of November, 2021. Marlen Garcia, City Clerk STAFF REPORT ITEM NO. ________1_________ TO: Honorable Chair and Board Members of the Financing Authority FROM: Rose Tam, Director of Finance DATE: November 17, 2021 SUBJECT: Treasurer’s Report – September 2021 SUMMARY Attached is the Treasurer’s Report for the month of September 2021. The Treasurer’s Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City’s Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer’s Report for September 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer’s Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit “A”, Treasurer’s Report AGENDA BALDWIN PARK HOUSING AUTHORITY REGULAR MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 November 17, 2021 7:00 PM THE COUNCIL CHAMBER WILL BE OPEN TO THE PUBLIC IN ACCORDANCE WITH HEALTH OFFICIALS RECOMMENDATIONS. Audio Streaming will be available at: https://www.youtube.com/channel/UCFLZ0_dDFRjy59rhiDZ13Fg/featured?view_as=subscriber http://baldwinpark.granicus.com/ViewPublisher.php?view_id=10 Audio Streaming Simultaneously in Spanish will be available at: https://www.youtube.com/channel/UC3bPFBIHcoPIks1XqetmGcA Emmanuel J. Estrada - Chair Alejandra Avila - Vice Chair Daniel Damian Board Member Monica Garcia - Board Member Paul C. Hernandez - Board Member PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. In accordance with Chapter 39 of the Baldwin Park Municipal Code, Speakers must address the Council as a whole and refrain from making impertinent, slanderous, or profane remarks or disrupt the peace of the meeting. COMENTARIOS DEL PÚBLICO Se invita al público a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que esté bajo su jurisdicción. De acuerdo con el capítulo 39 del Código Municipal de la Ciudad de Baldwin Park, los comentaros deben se dirigidos al Concilio como una sola entidad, y no ser impertinentes, difamatorios, o profanos, o interrumpir la paz de la reunión. HOUSING AUTHORITY REGULAR MEETING – 7:00 PM CALL TO ORDER ROLL CALL Board Members: Daniel Damian, Monica Garcia, Paul C. Hernandez, Vice Chair Alejandra Avila, and Chair Emmanuel J. Estrada PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos será el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar acción en algún asunto a menos que sea incluido en la agenda, o a menos que exista algúna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciónes o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideración en juntas proximas. [Codigo de Gobierno §54954.2] If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on November 17, 2021 to comments@baldwinpark.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. CONSENT CALENDAR 1. Baldwin Park Housing Authority’s Warrants and Demands Staff recommends that the Board ratify the attached Warrants and Demands Register. 2. Treasurer’s Report – September 2021 Staff recommends that the Board receive and file the Treasurer’s Report for September 2021. ADJOURNMENT PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at lmorales@baldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) CERTIFICATION I, Marlen Garcia, Secretary of the Housing Authority hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 10th day of November, 2021. Marlen Garcia, City Clerk STAFF REPORT ITEM NO. ________1_________ TO: Honorable Chair and Board Members of the Housing Authority FROM: Rose Tam, Director of Finance DATE: November 17, 2021 SUBJECT: Baldwin Park Housing Authority’s Warrants and Demands SUMMARY Attached are the Warrants and Demands Registers for the City of Baldwin Park Housing Authority to be ratified by the Board. RECOMMENDATION Staff recommends that the Board ratify the attached Warrants and Demands Register. FISCAL IMPACT The total of the Warrants and Demands for Housing Authority was $ 987,447.77. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous meeting and the following is a summary of the payment released: 1. The September 28 to November 4,2021 Warant check numbers from 72475 through 72498 in the amount of $11,668.37 and Automated Clearing House (ACH) In the amount of $975,779.40 were made on behalf of City of Baldwin Park Housing Authority constituting of claims and demands, are herewith presented to the Board as required by law, and hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Happy Check Register 2. Happy Check Register ACH STAFF REPORT ITEM NO. ________2_________ TO: Honorable Chair and Board Members of the Housing Authority FROM: Rose Tam, Director of Finance DATE: November 17, 2021 SUBJECT: Treasurer’s Report – September 2021 SUMMARY Attached is the Treasurer’s Report for the month of September 2021. The Treasurer’s Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City’s Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer’s Report for September 2021. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer’s Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit “A”, Treasurer’s Report