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Resolution No. 2015-046CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: Legacy LA Youth Development Corporation CONTRACT PURPOSE: Giant At,rcement between the City of Vernon and Legacy LA Youth Development Corporation that provides grant funding for certain capital improvements to the Hazard Park Annoy Youth Development Center. CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED UP ❑ COMPETITIVE BID & NOTICED INVITA"LION'TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL, ATTACIB D) ❑ SERVICES ❑ MATERIALS d BUDGETED U NOT BUDGETED TOTAL CONTRACT VALUE: $l 350,000 Charge Aect No(s) 011. 102l 797000 Proieet Aect No. 130201. Amendment Value $ ❑ Contract is an Amendment to Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: Lilia Hernandez PHONE: ext. 266 AUTHORIZATION: 9 Approved by COrrnell on 7/7/2015 (Check One) Resolution No. 2015-46 (if applicable) ❑ Approved by City Administrator on Note: Attach supporting doeumentntioe ❑Amendment Approved by (if applicable) ROUTING SEQUENCE: (Please hollow In Order — Do not use N/A) Initials Date (1) Responsible Department Person S 2(o IS Checks substance of contract and assembles two (2) copies of d� contract, insurance & bond documents, certifies compliance with Competitive Bidding and Purchasing Ordinance 3 � ��� (2) Liability and Claims Approves insurance and sureties, if bonds required �( (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget (4) City Attorney Approves contract as to form, verifies bonds and insurance included (5) City Signatory Signs all copies on behalf of City (6) City Cleric Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate or igual to contractor, notifies IT to remove related RFP/bid notice, notifies any "consultant' of cluties to file Form 700, if applicable Rev. V27/14 WRMUSIMEMOA f �� I F no �4 a hftY:apn) OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-88"11 September3, 2015 Legacy LA Youth Development Corporation Attn: Lou Calanche, Executive Director 1350 N. San Pablo Street Los Angeles, CA 90033 Re: Grant Agreement Between the City of Vernon and Legacy LA Youth Development Corporation Dear Ms. Calanche: Transmitted herewith is a copy of the fully executed original grant agreement approved by City Council on July 7, 2015. If you have any questions regarding this matter, please contact Mark Whitworth at (323) 583- 881 l ext. 398. Very truly. yours, Deborah R. Juarez Records Management Assistant Enclosure c: William Fox Alex Kung Mark Whitworth Resolution No, 2015-46 Agreement No. 15-060 Ercfusi defy Industriaf FULL' EXECUTED AGREEMENT GRANT AGREEMENT BETWEEN THE CITY OF VERNON AND LEGACY LA YOUTH DEVELOPMENT CORPORATION THIS GRANT ("Grant') is hereby awarded effective June 30, 2015 (the "Effective Date") by the City of Vernon, a California charter City and California municipal corporation ("Vernon" or the "City"), located at 4305 Santa Fe Avenue, Vernon, California 90058, to Legacy L.A Youth Development Corporation ("Legacy"), a 501(c)(3), not -for -profit, California corporation, located at 1350 N. San Pablo St., Los Angeles, CA 90033, pursuant to the terms and conditions of this Grant Agreement ("Agreement'). RECITALS WHEREAS, Vernon is a primarily industrial City that has nearly all of its workforce living outside Vernon. WHEREAS, the City Council of the City of Vernon ("City Council") has found that there is a public purpose in providing improvements in surrounding communities, including but not limited to the following: • Improvements to the quality of life within surrounding communities will directly improve the ability of employers located within Vernon to retain their employees; • Safe and accessible facilities are essential to improving the quality of life in communities where workers employed in Vernon live; • Opportunities and facilities for recreation, social support and youth development are valued by communities and their residents. WHEREAS, on or about August 20, 2013, the City Council adopted Resolution No. 2013- 75 ("Resolution No. 2013-75"), which, among other things, established a Community Fund called Vernon CommUNITY Fund ("VCF"). WHEREAS, Resolution No. 2013-75 directed the City Administrator to negotiate programs at certain locations, including the Hazard Park Armory Youth Center in Boyle Heights, to be funded separately from the VCF and to present his recommendations to the City Council for consideration. Such separate allocations were never intended to extend into perpetuity, and are one-time allocations up to a maximum dollar amount for specific programs so negotiated and agreed to by both parties, and as approved by City Council. WHEREAS, Legacy is a Boyle Heights -based, not -for -profit organization, in good standing, and presently recognized as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code, and staffed and administered in a fashion which will allow it to accept and to administer the Grant (as further described below) according to the purposes of this Agreement. Page 1 of 15 WHEREAS, Legacy is focused on youth development, with the mission of offering young people living in Ramona Gardens and the surrounding neighborhoods alternatives to gangs and violence. WHEREAS, Legacy is committed to improving the quality of the youth intervention -related services that it provides and, to that end, has committed to the long term lease, improvement and maintenance of the facility known as the Hazard Park Armory to serve youth. WHEREAS, Vernon has previously approved $150,000 and disbursed approximately $132,000 between May 2013 and January 2015 for the initial planning phase of the renovation of the Youth Development Center at the Hazard Park Armory (the "Armory"). Vernon hereby awards this Grant to Legacy pursuant to the following terms and conditions, which conditions Legacy accepts: 1. Recitals are Correct. Legacy affirms that all of the above recitals are correct. 2. The "Grant" Defined: a) The Grant shall be available to Legacy in two parts: In Vernon's fiscal year 2015, Legacy may receive, pursuant to the procedure set forth in Section 4(d) of this Agreement, the Grant up to a maximum amount of $350,000 (the "FY 2015 Grant Amount"). ii) In Vernon's fiscal year 2016, Legacy may receive, pursuant to the procedure set forth in Section 4(d) of this Agreement, the Grant up to a maximum amount of $1,000,000 (the "FY 2016 Grant Amount"). b) Prior to Vernon's disbursement of and as a condition of Legacy's receipt of any Grant funds, Legacy shall submit proof of approval, including but not limited to approvals under the California Environmental Quality Act ("CEQA"), by the City of Los Angeles and by any other applicable public agencies for any construction work to be completed with any Grant funds. For the avoidance of any doubt, Vernon shall not be a "lead agency" for purposes of CEQA and shall not be liable for determination of CEQA applicability to the Project or for initiating or completing any study, report, or negative declaration with respect to the Project. c) All Grant funds must be applied to the "Project", as defined in Section 3 of this Agreement. d) No unused amount of the FY 2015 Grant Amount may be "rolled over" to FY 2016. No unused amount of the FY 2016 Grant Amount may be "rolled over" to a subsequent fiscal year. Page 2 of 15 e) The last day that Legacy may request Grant funds in Vernon's fiscal year 2015 is August 15, 2015, after which date, any remaining funds in the FY 2015 Grant Amount shall be deemed forfeited by Legacy. f) The last day that Legacy may request Grant funds in Vernon's fiscal year 2016 is June 30, 2016, after which date, any remaining funds in the FY 2016 Grant Amount shall be deemed forfeited by Legacy. g) Under no circumstances shall the amount of money paid by Vernon to Legacy under this Agreement exceed $1,350,000 during this term of this Agreement. h) Each installment of the Grant funds must be approved by City Council prior to disbursement. 3. The "Project" Defined: a) Legacy can obtain Grant funds solely for actions listed in this Section 3 (which actions shall be known as the "Project"). If the maximum amount of the Grant is insufficient to complete the Project, Legacy will timely complete the Project with its own funds or with funds that it is able to secure from source(s) other than the Grant. b) The Project shall include only the following (the meaning of which terms are more fully described in Design Development Phase — 01/09/15 (Exhibit 1), Phase I Construction Documents (Exhibit 2), and Phase I A-4.0 Options B and C (Exhibit 3) to this Agreement): Founded in 2007, Legacy LA is a community -based, nonprofit organization focused on youth development with a mission to make positive interventions in the lives of young people by offering alternatives to gangs and violence. Legacy LA is located in the East Los Angeles community of Boyle Heights, adjacent to USC County Hospital/USC Health Sciences Campus, and serves youth living in the Ramona Gardens Housing Developments and the surrounding neighborhoods. The proposed renovation project includes the outfitting of the existing armory building. The purpose of the renovation is to provide the youth development organization Legacy LA with a facility to provide academic, job training, and social enterprise services to the youth of the Ramona Gardens Housing Project. Legacy LA takes a two pronged approach to youth development 1) Academic Support and College Readiness; and 2) Workforce/Entrepreneurial Readiness and Training. With the renovation and build out of this facility the community will have access to academic support/(computer lab and tutoring), college prep, job training and placement, entrepreneurial training and support, as well as access to cultural resources like classes and performances in theater, art, dance, film, and music. ii) The Legacy LA Tenant Improvement Project was originally designed to renovate the entire building, including the existing basement and auditorium. Please reference the Design Development Plans - 01/19/15 as Exhibit 1. However, Page 3 of 15 Legacy LA's current intent is to phase the renovations to accommodate the reduced construction budget. Reference Phase I Options B and C as Exhibit 3 for reduced scope. Phase I primarily focuses on: Renovating the main lobby entrance Converting the space between the lobby and the passage way into a Youth Development zone Bringing existing bathrooms to working condition Building -wide aesthetic improvements (possibly retrofitting and/or painting lights, flooring, ceiling, and walls) Site Improvements in the parking lot and on the southerly and westerly side of the building Moving electrical service to the basement Structural and Seismic retrofits, as deemed necessary by the City of Los Angeles New roof, as needed Environmental Abatement, as needed Reference Phase I Construction Documents as Exhibit 2 for current draft of proposed tenant improvements. iii) Funds shall be maintained in an account separate from the organization's operating funds and restricted to use for the following Project related costs: (1) renovations or purchase of physical property; (2) design, plans, and plan approval fees; (3) consultant support to review and assist the organization in drafting and reviewing RFP and RFQ documents for prospective contractors and vendors; (4) demolition, construction, interior design, repairs, and renovation; (5) purchase or long term lease of equipment. iv) Funds shall not be used for Legacy's: (1) payroll and wages; (2) maintenance; (3) operating expenses. 4. Legacy's duties: a) Legacy as Proiect Manager. Legacy or its designee shall be the project manager of the Project and ensure that the Project is completed. In its role as project manager, Page 4 of 15 Legacy may contract with third parties to complete the Project. b) Proiect Commencement. Legacy shall commence work on the Project no later than thirty (30) days from the date of this Agreement. If work on the Project is not commenced by that date, Legacy must submit a letter to Vernon describing steps taken to commence work on the Project, reasons for delay, and the expected Project commencement date. If work on the Project is not commenced within sixty (60) days of the date of this Agreement, Legacy must submit a second letter explaining the additional delay in implementation. Vernon may, after reviewing the circumstances, consider Legacy in default in accordance with Section 5(c) and may terminate the Agreement in accordance with Section 5(b). For purposes of this Agreement, the date of "commencement of work on the Project' shall be the date when Legacy issues a Request for Proposals (RFP) to select a consultant for the Design Development Phase. c) Reports. Legacy shall submit written reports to Vernon as follows: (a) a narrative report describing in detail the use of the Grant funds, compliance with the terms of the Grant and the progress made toward achieving the purposes of the Grant (b) a financial report detailing all expenditures resulting from the Grant; (c) a copy of materials (if applicable) produced as part of the Grant; and (d) a report on accountability measures to be undertaken to assure competent stewardship of Grant funds. The schedule for such reports shall be: FY 2015 Grant Amount Interim Report: August 31, 2015 FY 2015 Grant Amount Final Report: December 31, 2015 FY 2016 Grant Amount Interim Reports: June 30, 2016 and December 31, 2016 FY 2016 Grant Amount Final Report: Within thirty (30) days of completion of the Project and no later than June 30, 2017 d) Payment Procedure. In order to receive Grant funds, Legacy shall submit a Phase Budget Request as described below: Phase Budget Request. Legacy shall request Grant funds in bulk by submitting to Vernon an internally approved itemized budget for each phase of the Project (each, a "Phase Budget') up to the limits set forth in Section 2(a). Approval, partial approval or denial by Vernon shall be provided within thirty (30) days of receipt, and any denial or partial approval shall provide a written specification of any deficiency. (1) Contingency Fund Request. Between submission of Phase Budgets, if Legacy requires additional Grant funds, then, subject to availability as prescribed in Section 2(a), Legacy may complete and submit to Vernon a Prescribed Requisition Form (sample Prescribed Requisition Form appears as Exhibit 4 hereto) showing that the requested funds: (1) have been incurred or approved by Legacy; and (2) are necessary and reasonable to further the Project. With the written request, where applicable, Legacy shall provide a copy of third party Page 5 of 15 quotes documenting the anticipated cost of goods or services required. Vernon shall approve the individual request if it is complete and if it is consistent with the scope of the Project. Approval, partial approval or denial shall be provided within thirty (30) days of receipt, and any denial or partial approval shall provide a written specification of any deficiency. ii) Disbursement of Funds. All funds shall be disbursed only to Legacy, either as reimbursement or advancement, consistent with the aforementioned payment procedures. No funds shall be disbursed by Vernon directly to any third party on behalf of Legacy. e) Cost Overruns. Legacy shall be solely responsible for Project cost overruns and for any actions it takes or costs that it incurs for actions that are not within the scope of the Project. Notwithstanding any other provision in this Grant to the contrary, under nc circumstances will the total money that may be disbursed to Legacy during the term of this Agreement exceed $1,350,000.00. f) Demonstrated Financial Ability. Legacy must demonstrate financial resources sufficient to support the Project on an ongoing basis throughout its useful life. In addition, Legacy must provide a projected plan of operations for the upcoming five fiscal years. Funding will not be granted unless Legacy can assure Vernon that Legacy has the financial ability to maintain the Project for at least five years. g) Licensing and Credentials. Legacy hereby agrees to maintain, in full force and effect, all required governmental permits, or professional licenses and credentials for itself, its facilities and liability, auto and workers compensation insurance for its employees and all other persons engaged in work and/or sponsored activities in connection with this Agreement, as required by the City. h) Organization and Staff Changes. Legacy agrees to provide immediate written notice to Vernon if significant changes or events occur during the term of this Agreement which could potentially impact the progress or outcome of the Project, including, without limitation, changes in: (a) Legacy's executive staff or key staff responsible for achieving the Grant purposes or (b) losses in funding other than the Grant. In the event that Legacy ceases its operations, Legacy shall transfer, assign and deliver title and physical possession of any and all property purchased with the Grant funds to Vernon. i) Competitive Biddinq or Selection. Legacy shall bear the burden and submit proof that it is in compliance with the City's competitive bidding ordinance and competitive selection requirements. Legacy shall submit proof it is in compliance with the City's requirements prior to the City's disbursement of any Grant funds. j) Subcontracts. Successors and Assignments. Legacy shall not enter into any subcontracts for any of the Project activities required by this Agreement without Vernon's prior written consent. Legacy shall require any subcontracts to comply in Page 6 of 15 writing with the terms and conditions of this Agreement and provide the same assurances as Legacy must in its use of the Grant funds. Vernon's consent to any subcontract shall not relieve Legacy of any of its duties or obligations under this Agreement. i) This Agreement shall be binding upon and inure to the benefit of Vernon, Legacy, and their respective successors and assigns, except that Legacy may not assign or transfer its rights or obligations hereunder or any interest herein without the prior consent in writing of Vernon. 5. General Provisions a) Audit. Vernon shall have the right to conduct a financial and compliance audit of Legacy at any time upon reasonable written notice to Legacy. Legacy shall maintain Project related records for at least three years from the Effective Date of this Agreement and shall make such records promptly accessible to Vernon upon its request. b) Termination of Agreement. Unless terminated earlier pursuant to the default provisions below, the Agreement shall terminate, and any duties Vernon may have to Legacy under this Agreement shall terminate upon the earlier to occur of: (1) three years from the Effective Date of this Agreement; (2) complete disbursal by Vernon of the maximum amount of the Grant funds; or (3) issuance of a certificate of completion of the Project by the applicable local governmental or regulatory authority. c) Default. A default under this Agreement shall exist upon the occurrence of any of the following events: i) Either party fails to perform, observe or discharge any of its covenants, agreements or obligations contained herein or in any exhibit attached hereto; or ii) Any representation, warranty or statement made by Legacy herein or in any documents or reports relied upon by Vernon to measure progress on the Project, the expenditure of Grant moneys or the performance by Legacy is untrue in any material respect when made; or iii) Legacy (a) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of substantially all of its property, (b) admits in writing to its inability, or is generally unable, to pay its debts as they become due, (c) makes a general assignment for the benefit of its creditors, (d) is adjudicated a bankrupt or insolvent, (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding -up, or composition or adjustment of debts, (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under Page 7 of 15 the Bankruptcy Code, or (h) takes any action for the purpose of effecting any of the foregoing. d) Remedies upon Default. If Legacy's default is not cured within fifteen (15) days of written notice thereof to Vernon or such longer period as Vernon may authorize in its sole discretion, Vernon may pursue any remedies available under this Agreement, at law or in equity. Such remedies include, but are not limited to, termination of this Agreement, return of all or a portion of the Grant funds paid to Legacy or turnover of title and physical possession of property purchased with Grant funds, payment of interest earned on the Grant funds. If, as a result of Legacy's default, Vernon demands return of all or a portion of the Grant funds and/or payment of interest earned on the Grant funds, Legacy may, at Legacy's option, satisfy such demand by paying to Vernon the amount demanded or permitting Vernon to recover the amount by deducting that amount from future payments to Legacy from Vernon. If Legacy fails to repay the amount demanded within fifteen (15) days of the demand, Legacy shall be deemed to have elected the deduction option and Vernon may deduct the amount demanded from any future payment from Vernon to Legacy, including but not limited to, any payment to Legacy from Vernon under this Agreement and any payment to Legacy from Vernon under any other contract or agreement, present or future, between Legacy and Vernon. e) Indemnity and Insurance. Neither party shall be required to indemnify the other except to the extent that liability is allocated pursuant to a court of law, arbitration or other dispute resolution process. Legacy shall determine its own needs in procurement of insurance to cover potential liabilities. Vernon will not defend or indemnify Legacy should Legacy be sued for any reason. Expenditure of Grant Funds. Any funds not expended in accordance with the terms of this Grant Agreement must be returned to Vernon. Legacy shall not use any portion of the funds granted herein to engage in any grassroots campaign for public office, nor to fund union activity. g) In writing. All notices, bills, invoices, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the following addresses: Legacy: Legacy LA Youth Development Corporation Attention: Lou Calanche, Executive Director 1350 N. San Pablo St. Los Angeles, CA 90033 Vernon: City of Vernon Attention: Mark Whitworth, City Administrator 4305 Santa Fe Avenue Vernon. CA 90058 Page 8 of 15 Mailed notices shall be deemed communicated as of the day of receipt. h) No Joint Venture or other Relationship. Legacy has determined to undertake the Project at its sole cost and risk, and to assume all liability for any and all costs above the amount of the Grant. This Agreement does not create a partnership, or a joint venture, or any business relationship between Legacy and Vernon, and it does not create an obligation for Vernon to refund or reimburse any costs incurred by Legacy beyond the maximum Grant amounts set forth in Section 2(a). Legacy understands and agrees that it is a grantee of Vernon and not an employee, agent, consultant or independent contractor of Vernon, and that Legacy is not providing services for or on behalf of Vernon. i) Binding Nature and Assignment. This agreement shall be binding upon and inure to the benefit of Vernon, Legacy, and their respective successors and assigns, except that Legacy may not assign or transfer its rights or obligations hereunder or any interest herein without the prior consent in writing of Vernon. j) Entire Agreement, This Grant Agreement represents the entire integrated agreement between Legacy and Vernon, and supersedes all prior negotiations, representations or agreements, either written or oral. k) No Implied Waiver Cumulative Remedies. The failure of Vernon to exercise, and any delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. Amendment to Grant Agreement. No portion of this Grant Agreement may be waived, altered, modified, supplemented, or amended except by a written instrument signed by both Legacy and Vernon. m) Governing Law. The rights, obligations, duties and liabilities of the parties to this Grant and the interpretation of this Agreement shall be governed by California law, without regard to California's laws regarding choice of applicable law. n) Venue and Jurisdiction. For all court proceedings relating to this Grant, venue shall be proper in Los Angeles County. o) Voluntary Agreement, The Parties hereto, and each of them, represent and declare that they have carefully read this Grant Agreement and know the contents thereof and have been advised by their own counsel or had the opportunity to do so, and that each has signed this Grant freely and voluntarily. As such, the Parties agree that the normal rule of construing an agreement against the drafter of the document shall not apply here. p) Headings. The section headings in this Agreement are included for convenience only, do not give full notice of the terms of any portion of this Agreement and are not relevant Page 9 of 15 to the interpretation of any provision of this Agreement. q) Counterparts. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. r) SeverabilitV. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid. s) No Third Party Beneficiaries. Vernon and Legacy are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons. t) Attorney Fees. In the event of any action to enforce rights under this Agreement, the prevailing party shall be entitled its costs and expenses, including reasonable attorney's fees, incurred in connection with such action. [Signatures Begin on Next Page]. Page 10 of 15 IN WITNESS WHEREOF, the Parties have signed this Grant Agreement as of the date stated in the introductory clause. City of Vernon, a California charter city and Legacy LA Youth Development California municipal corporation Corporation, a California corporation BV: s�� By: WMAael McCormick, Mayor Nan ATTEST: Title In Nar TitIE Ma4 E. Ayala, rt Clerk APPROVED AS TO FORM: 1 � Brian W. Byun, Deputy Ci! 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