20-036 State of California Department of Housing and Community Development, 19-PGP-13584STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER [rf applicable) STD 213 (Rev. 03/2019) 19-PGP-13584 1. This Agreement Is entered loto between 1h11 Contracting Agency and the Contractor named below: CONTRACTING AGENCY NAME DEPARTMENT OF HOUSING ANO COMMUNITY DEVELOPMENT CONTRACTOR'S NAME City of Cupertino 2. The tenn of this Agreement Is: START DATE Upon HCO Approval THROUGH ENO DA TE 1213112022 3. The maximim amol.l'lt of this Agreement Is: $310,000.00 4. The parties agree to comply with the tenns and conditions of the following exhibits, which are by this reference made a part of the Agreement. · EXHIBITS Exhibit A Authority, P!#pOse and Scope of W>rk Exhibit B Budget Detail and Payment P!Ollisions TITLE PAGES 2 5 Exhibit C-State a C.llfomla General Tams and Conditions Exhibit O PGP Tenns Ind Conditions GTC-04/2017 8 Exhibit E Special Conditions TOTAL NUMBER OF PAGES ATTACHED Items sllOMn wilh an asterisk j), iw hereby incorporated by refetflnce and made part d this agreement as if attached hereto. These documents can be lliewed at https://www.dgs.ca.gov/OLS!Resoun:es IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CON'TRACTOR CONTRACTOR NAME (if other than an individual, state whether a corporatiOn, partnership.etc.) City of Cupertino CONTRACTOR BUSINESS ADDRESS 10300 Torre Avenue PRINTED NAME OF PERSON SIGNING Deborah Feng CONTRACTOR AUTHORIZED SIGNATURE ' / CONTRACTING AGENCY NAME Department of Housing and Community Development CONTRACTING AGENCY ADDRESS 2020 W. El Camino Ave .. Suite 130 PRINTED NAME OF PERSON SIGNING Synthia Rhinehart CITY Cupertino STATE OF CALIFORNIA CITY Sacramento STATE CA TITLE City Manager DATE SIGNED 03l20/2020 STATE CA TITLE ZIP 95014 ZIP 95833 Contracts Manager, 0 15 Business & Contract SeNices Branch CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED ~ ~lifornia Oepa~e""n ..... o'' '"...,_.,_ ervices Approval (or exemption, if applicab?J d-'1 { a--£) a--'D Exempt per; SCM Vol. 1 4.04.A.3 (DGS memo dated 6/12/1981) I
· EXHIBITA AUTHORITY. PURPOSE AND SCOPE OF WORK City of Cupertino 19-PGP-1.3584 Page 1 of 2 1. Authority 2. Pursuant to Health and Safety Code section 50470, subdivision (b)(1)(A), the State of California Department of Housing and Community Development (the •eepartmenf' or ·State•) has established the Planning Grants Program (•PGP, • or the •program• as defined in Section 102 of the Guidelines) for Local Governments and Localities. This Standard Agreem~· along with all its exhibits (the • Agreemenf'), Is entered Into under the authority of, and In furtherance of, the purpose of the Program. Pursuant to Health and Safety Code Section 50470, subdivision (d), the Department has issued the Senate Bill 2 Planning Grants Program Year 1 Guidelines (the ·Guidelines•) dated December 2018 governing the Program, and a Notice of Funding Availability (•NOFA•) dated March 28, 2019. PytR911 In accordance with the authority cited above, the Grantee has been awarded financial assistance in the form of a grant from the Program. The Department has agreed to make the grant to provide financial assistance for the preparation, adoption and implementation of a plan for Accelerating Housing Productio,, and Streamlined Housing Production (as defined In Section 102 of the Guidelines) pursuant to the terms of the Guidelines, the NOFA, and this Agreement. By entering into this Agreement and thereby accepting the award of the Program funds, the Grantee agrees to comply with the terms and conditions of the Guidelines, the NOFA, this Agreement, the representations contained in the application, and the requirements of the authority cited above. Based on the representations made by the Grantee, the State shall provide a grant in the amount shown in Exhibit B, Section 2. · 3. Definitions 4. 5. Tenns herein shall have the same meaning as definitions in Section 102 of the Guidelines. Scope of Work Update planning documents, entitlement processes or zoning ordinances in accordance . with the Grantee's Schedule F: Project Timeline and Budget, as provided by the Grantee in the SB 2 Planning Grant Program application used for subsequent approval by the Department. Department Contract Coordinator The Contract Coordinator of this Agreement for the Department Is the Housing Policy Development Manager, or the Manager's designee. Unless otherwise informed, any Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT A City of Cupertino 19-PGP-13584 Page2 of 2 notice, report, or other communication required by this Agreement shall be mailed by first clan mall to the Department Contract Coordinator at the followlng address: Department of Housing and Community Development Housing Polley Development · Land Use Planning Unit Attention: PGP Program Manager 2020 Wat El Camino Avenue, Suite 500 Sacramento, CA 95833 Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020 P. 0. Box 952050 Sacramento, CA 94252-2050
1. EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS Appllcadon for Fynda City of Cupertino 19-PGP-13584 ·page 1 of 5 A. The Department la entering Into this Agreement on the basis of, and in reliance· on facts, infonnatlon, assertions and representations contained in the Application and any subsequent modifications or additions thereto approved by the Department. The Application and any approved modifications and add!tions thereto are hereby Incorporated Into this Agreement B. The Grantee warrants that all lnfonnation, facts, assertions and representations contained in the Application and approved modifications and additions thereto are true, correct, and complete to the best of the Grantee's knowledge. In the event that any part of the Application and any approved modification and addition thereto is untrue, incorrect, incomplete, or misleading in such a manner that would substantially affect the Department's approval, disbursement, or monitoring of the funding and the grant or activities governed by this Agreement, the Department may declare a breach hereof and take such action or pursue such remedies as are provided for breach hereof. 2. Grant and Reimbursement Limit . The maximum total amount granted and reimbursable to the Grantee pc,nuant to this Agreement shall not exceed $310,000. · · 3. Grant Timellnes A This Agreement is effective upon approval by all parties and the Department, which is evidenced by the date signed by the Department on page one, Standard Agreement, SID 213 (the •effective Date'1: B. All Grant funds must be expended by June 30, 2022. C. The Grantee shall deliver to the Deparbnent all final invoices for reimbursement on or before February 28, 2022, to ensure meeting the June 30, 2022 deadline. Under special circumstances, as detennlned by the Department, the Department may modify the February 28, 2022 deadline. D. It is the responsibility of the Grantee to monitor the project and timeliness of draws within the specified dates. Planning Grants Program {PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT B 4. Allowable Vftl of Grant Funds City of Cupertino 19-PGP-13584 Page 2 of 5 A. The Department shall not award or disburse funds unless it determines that the grant funds shall be expended In compliance with the terms and provisions of the Guidelines, ~ NOFA, and this Agreement . B. Grant funds shall only be used by the Grantee for project activities approved by the State that Involve the preparation and adoption of project activities as stated in the scope of work, project desaiptlon, project tlmellne and other parts of the application, and eligible activities and uses pursuant to Article Ill of the Guidelines. C. Grant funds may not be used for administrative costs of persons employed by the Grantee for activities not directly related to the preparation and adoption of the proposed activity. D. The Grantee shall use no more than 5 percent of the total grant amount for costs related to administration of the project. E. A Grantee that receives funds under this Prograni may use a subcontractor. The subcontract shall provide for compliance with all the l'eqUirements of the Program. The subcontract shall. not relieve the Grantee of its r~ponsibilltles under the Program. F. After the contract has been executed by the Department and all parties, approved and eligible costs for eligible activities may be reimbursed for the project(s) upon completion of deliverables in accordance with Schedule F: Project Timeline and Budget and the Statement of Work and subject to the terms and conditions of this Agreement. G. Only approved and eligible costs incurred for work after the NOFA date, contin~ past the date of execution and acceptance of the Standard Agreement and completed during the grant tenn will be reimbursable. H. Approved and eligible costs incurred prior to the NOFA date are ineligible. s. Perfonnance The Grantee shall take such actions, pay such expenses, and do all things necessary to complete the scope of work specified in Exhibit A and as incorporated by the SB 2 Program application in accordance with the schedule for completion set forth therein and within the terms and conditions of this Agreement. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT B 6. Flgl Admlnlgatlon City of Cupertino 19-PGP-13584 Page 3 of 5 A. The Grantee Is responsible for maintaining records which· fully diacfoee the act1vitiea funded by the PGP grant. Adequate documentation for each reimbursable transaction shall be maintained to permit the determination, through an audit If requested by the State, of the accuracy of the records and the allowablllty of expenditures charged to PGP _grant funds. If the allowability of expenditure cannot be determined because records or documentation are Inadequate, the expenditure may be disallowed, and the State shall determine the reimbursement method for the amount disallowed. The State's determination of the allowablllty of any expense shall be final, absent fraud, mistake or arbitrariness. B. Work must be completed prior to requesting reimbursement. The Department may make exceptions ·to this provision on a case by case basis. In unusual circumstances, the Department may consider alternative arrangements to reimbursement and payment methods based on documentation demonstrating cost burdens, Including the inability to pay for work. C. Prior to receiving reimbursement, the Grantee shall submit the following documentation: 1) Government Agency Taxpayer ID Form (GovTIN; Fl$cal form); 2) A Request for Funds on a form provided by the Department; and 3) Any and all documentation requested by the Department in the form and manner as outlined in the following subsection D. D. Grantee shall submit all required reimbursement documentation to the following address: Department of Housing and Community Development Housing Policy Development Land Use Planning Unit · Attention: PGP Program Manager 2020 West El Camino Avenue, Suite 500 Sacramento, CA 95833 P. 0. Box 952050 Sacramento, CA 94252-2050 E. The Grantee shall submit invoices for reimbursement to the Department according to the following schedule: Planning Grants Program {PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT B 1) At maximum, once per quarter, or City of Cupertino 19-PGP-13584 Page4of5 2) Upon completion of a deliverable, subject to the Department's approval; and 3) At minimum, one invoice for reimbursement annually. The Department will use the 2019 calendar year beginning with January, with first requests for reimbursement accepted on or after September 30, 2019. F. The request for reimbursement must be for a minimum of 15 percent of the maximum grant amount awarded. The Department may consider exceptions to the minimum amount requested on a case-by-case basis. All Invoices shall reference the contract number and shall be signed and submitted to the Department's Program Manager at the address provided above In Section 6, item D of Exhibit B. Invoices shall lndude at a minimum the following Information: 1) Names of the Grantee's personnel performing _work; 2) Dates and times of project work; 3) Itemized costs In accordance with the Schedule F: Project TlmeUne and Budget and Statement of Work, including identification of eact, employee, contractor, subcontractor staff who provided services during the period of the invoice, the number of hours and hourty rates for each of the Grantee's employees, contractor(s), sub-recipient(s) or subcontractor's staff member(s), authorized expenses with receipts, and contractor, sub-recipient and subcontractor Invoices; and 4) Any other documents, certifications, or evidence deemed necessary by the Department prior to distuaement of grant funds. G. The Department wiN reinburse the Grantee directly for al alowable project costs as promptly as the Department's fiscal procedures permit upon receipt of an itemized signed invoice. H. The Department recognizes that budgeted deliverable amounts are based upon estimates. Grantees may request, In writing, a budget adjustment acr088 deliverables subject to written approval by the Department, as long as the total budget does not exceed the maximum amount awarded to the Grantee. I. Grant funds cannot be disbursed until this Standard Agreement has been fully executed. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT& City of Cupertino 19-PGP-13584 Page 5 of 5 J. Grant fund payments will be made ori a reimbursement basis; advance payments are not allowed. The Grantee, Its subcontractors and all partners, must have adequate cash flow to pay all grant-related expenaea prior to requesting reimbursement from the Department. The Department may consider altemative arrangements to relmbul'l8ment and payment methods based on documentation demonstrating coat burdens, including the inability to pay for work pursuant to Section 601 (f) of .the Guidelines. K The Grantee will be responsible for compiling and submitting all invoices, supporting documentation and reporting documents. Invoices must be accompanied by reporting materials where appropriate. Invoices without the. appropriate reporting materials will not be paid. 1) Supporting documentation may include, but is not limited to; purchase orders, receipts, progreaa payments, subcontractor invoices, timecards, or any other documentation as deemed neceaaary by the Department to support the reimbursement to the Grantee for expenditures Incurred. L. The Grantee will submit for reimbursements to the Department based on actual costs incurred, and must bill the State based on clear and completed objectives and deliverables as outlined in the application, in Schedule F: Project Timeline and Budget, the Statement of Work, and/or any and all documentation incorporated . into this Standard Agreement and made a part thereof. M. The Department may withhold 1 O percent of the grant until grant terms have been fulfilled to the satisfaction of the Department. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
1. 2. EXHIBIT D PGP TERMS AND CONDITIONS Reporting City of Cupertino 19-PGP-13584 Page 1 of 8 A. During the term of the Standard Agreement the Grantee shall submit, upon request of the Department, a performance report that demonstrates satisfaction of all requirements identified In this Standard Agreement B. ~pon completion of all objectives and deliverables required to fulfill this contract pursuant .to Schedule F: Project Tlmeline and Budget and the Scope of Work, Exhibit A, Section 4, and as referred to in Exhibit B, Section 6, subsection K. within this Standard Agreement, the Grantee shall submit a final close out report In accordance with Section 604, subsection (b), and as Instructed in Attachment 3 of the December 2018 Planning Grants Program Guidelines. The dose out report shall be submitted with the final invoice by the end of the grant term as listed In Exhibit B, Section 3, subsection C. Accounting Records A The Grantee, its staff, contractors and subcontractors shall establish and maintain an · accounting system and reports that proper1y accumulate incurred project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incum,d costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. B. The Grantee must establish a separate ledger account for receipts and expenditures of grant funds and maintain expenditure details in accordance with the scope of work, project timeline and budget. Separate bank accounts are not required. C. The Grantee shall maintain documentation of its normal procurement policy and competitive bid process (including the use of sole source purchasing), and financial records of expenditures incurred. during the course of the project in accordance with GAAP. D. The Grantee agrees that the state or designated representative shall have the right to review and to copy any rec:Qrds and supporting documentation pertaining to the performance of the Standard Agreement. E. Subcontractors employed by the Grantee and paid with moneys under the terms of this Standard Agreement shall be responsible for maintaining accounting records as specified above. 3. Audits . A ~ any time during the term of the Standard Agreement, the Department may perform or cause to be performed a financial audit of any and all phases of the award. At the . Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT D City of Cupertino 19-PGP-13584 Page2 of 8 Department'• request, the Grantee shall provide, at its own expense, a financial audit prepared by a certified public accountant. The State of California has the right to review project documents and conduct audits during and over the project life. 1) The Grantee agrees that the Department or the Department's deslgnee shall have the right to review, obtain, and copy all records and supporting documentation pertaining to performance of this Agreement. 2) The Grantee agrees to provide the Department or the Department's desig~. with any relevant information requested. 3) The Grantee agrees to permit the Department or the Department's designee access to Its premises, upon reasonable notice, during normal business· hours for the purpose of Interviewing employees who might reasonably have Information related to such records and Inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under Investigation for the purpose of determining compliance with statutes, Program guidelines, and this Agreement. B. · !f a financial audit is required by the Department, the audit shall be perfonned by an independent certified public accountant. Selection of an independent audit finn shall be consistent with procurement standards contained in Exhibit D, Section 8 subsection A. of this Standard Agreement. 1) The Grantee shall notify the Department of the auditor's name and address immediately after the selection has been made. The contract for the audit shall allow access by the Department to the independent auditor's working papers. 2) The Grantee is responsible for the completion of audits and all costs of preparing audits.• · 3) If there are audit findings, the Grantee must submit a detailed response acceptable to the Department for each audit finding within 90 days from the date of the audit finding report. C. The Grantee agrees to maintain such records for possible audit after final payment pursuant to Exhibit D, Section 3, subsection E. below, unless a longer period of records retention Is stipulated. 1) If any litigation, claim, negotiation, audit, monitoring, Inspection or other action has been started before the expiration of the required record retention period, all records must be retained by the Grantee, contractors and sub-contractors until completion of the action and resolution of all issues which arise from it. The Grantee shall Include in any contract that it enters into in an amount exceeding $10,000, the Department's right to audit the contractor's records and interview their employees. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
4. EXHIBIT D City of Cupertino 19-PGP-13584 Page 3 of 8 2) The Grantee shall comply with the caveats and be aware of the penalties for violation of fraud and for obstruction of Investigation as set forth In California Public Contracts Code Section 10115.10. D. The determination by the Department of the eligibility of any expenditure shall be final. E. The Grantee shall retain all books and records relevant to this Agreement for a mln,mum of (3) three years after the end of the term of this Agreement. Records relating to any and all audits or litigation relevant to this Agreement shall be retained for five years after the conclusion or resolution of the matter. Remedlet of Non-performance A. Any dispute concerning a question of fact arising under this Standard Agreement that is not disposed of by agreement shall be decided by the Department's Housing Policy Development Manager, or the Manager's deslgnee, who may consider any written or verbal evidence submitted by the Grantee. The decision of the Department's Housing Policy Development Manager or Deslgnee shall be the Department's final decision regarding the dispute. B. Neither the pendency of a dispute nor Its consideration by the Department will excuse the Grantee from full and timely performance in accordance with the terms of this Standard Agreement. C. In the event that it is determined, at the sole discretion of the Department, that the Grantee is not meeting the terms and conditions of the Standard Agreement, immediately· upon receiving a written notice from the Department to stop work, the Grantee shall cease all work under the Standard Agreement. The Department has the sole discretion to determine that the Grantee meets the terms and conditions after a stop work order, and to deliver a written notice to the grantee to resume work under the Standard Agreement. D. Both the Grantee and the Department have the right to terminate the Standard Agreement at any time upon 30 days written notice. The notice shall specify the reason for early termination and may permit the grantee or the Department to rectify any deficiency(ies) prior to the early termination date. The Grantee will submit any requested documents to the Department within 30 days of the ear1y termination notice. E. There must be a strong implementation component for the funded activity through this Program, including, where appropriate, agreement by the locality to formally adopt the completed planning document. Localities that do not formally adopt the funded activity could be subject to repayment of the grant. F. The following shall each constitute a breach of this Agreement: 1) Grantee's failure to comply with any of the terms and conditions of this Agreement. . 2) Use of, or permitting the use of, grant funds provided under this Agreement for any Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
5. City of Cupertino 19-PGP-13584 Page4 of 8 EXHIBIT D lnellglble costs or for any actlvfty not approved under this Agreement. 3) Any failure to comply with the deadlines set forth in this Agreement unless approved by the Program Manager. · G. In addition to any other remedies that may be available to the Department in law or equity for breach of this Agreement, the Department may at Ha discretion, exercise the following remedies: 1) Disqualify the Grantee from applying for Mure PGP Funds or other Department administered grant programs; 2) Revoke existing PGP award(s) to the Grantee; 3) Require the return of unexpended PGP funds disbursed under this Agreement; 4) Require repayment of PGP Funds disbursed and expended under this agreement; 5) Seek a court order for specific performance of the obligation defaulted upon, or the appointment of a receiver to complete the obligations in accordance with the PGP Program requirements; and 6) Other remedies available at law, or by and through this agreement. All remedies available to the Department are cumulative-and not exclusive. 7) The Department may give· written notice to the . Grantee to cure the breach or violation within a period of not less than 15 days. Indemnification Neither the Department nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by the Grantee, its officers, employees, agents, its contractors, Its sub-recipients 9r its subcontractors under or in connection with any work, authority or jurisdiction conferred upon the Grantee under. this Standard Agreement. It is understood and agreed that the Grantee shall fully defend, indemnify and save harmless the Department and all of the Department's staff from all claims, suits or actions of every name, kind and desaiption brought forth under, including, but not limited to, tortuous, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by the Grantee, Its officers, employees, agents contractors, sub-recipients, or subcontractors under this Standard-Agreement. &. Waivers No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time the provisions of this Agreement, or to require at any time, performance by the Grantee of these provisions, shall in no way be Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
7. EXHIBIT D City of Cupertino 19-PGP-13584 Page 5 of 8 construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions. Btld201bf P of Pldttt It la expressly understood that this Standard Agreement Is an agreement executed by and between two Independent governmental entitles and Is not Intended to, and shall not be construed to, ante the relationship of agent, servant, employee, partnel'lhlp, joint venture or 8810Ciation, or any other relationship whatsoever other than that of an Independent party. 8. Third-Party Conb►'II 9. A All state-government funded procurements must be conducted using a fair and competitive procurement process. The Grantee may use its own procurement procedures as long as the procedures comply with all City/County laws, rules and ordinances governing procurement, and all applicable provisions of Callfomla state law. B. Any contract entered into as a result of this Agreement shall contain all the provisions stipulated In the Agreement to be applicable to the Grantee's sub-recipients, contractors, and subcontractors. Copies of all agreements with sub-recipients, contracts, and subcontractol'I must be submitted to the Department's program manager. C. The Department does not have a contractual relationship with the Grantee's sub-recipients, contractors, or subcontractors, and the Grantee shall be fully responsible for an work perfonned by its sub-recipients, contractors, or subcontractors. D. In the event the Grantee is partnering with another jurisdiction or forming a collaborative effort between the Grantee and other jurisdictions who are grantees rl the SB 2 Planning Grants Program, the Grantee acknowledges that each partner and/or all entities forming the SB 2 Plaming Grants Program collaborative are in mutual written agreement with each other but are contractually bound to the Department under separate, enforceable contracts. E. In the event the Grantee is partnering with another jurisdiction or forming a collaborative effort with other entities that are not grantees of the SB 2 Planning Grants· Program, the Department shall defer to the provisions as noted in subsections 8(8) and 8(C) of this part. Compliance with State and Federal Laws, Rules, Guidelines and Regulations A The Grantee agrees to comply with all state and f~ral laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal . opportunity, and all other matters applicable to the grant, the Grantee, its contractors or subcontractors, and any other grant activity. B. During the performance of this Agreement, the Grantee assures that no otherwise qualified person shall be excluded from participation or employment, denied program Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT D City of Cupertino 19-PGP-13584 Page 8 of 8 benefits, or be subjected to dlsaimlnatlon based on race, color, ancestry, national origin, sex, gender, gender Identity, gender expression, genetic information, age, disability, handicap, famlllal status, rallglon, or belief, under any program or activity funded by this contract, as required by Title VI of the Clvll Rights Ad of 1964, the Fair Housing Ad (42 USC 3601-20) and all Implementing regulations, and the Age Discrimination Act of 1975 and all Implementing regulations. C. Toe Grantee shall Include the nondlsaimlnation and compliance provisions of this clause in all agreements with its sub-recipients, contradors, and subcontradcn, and shall include a requirement In all agreements with all of same that each of them In tum include the nondlsaimlnation and compliance provisions of this clause in all contrads and subcontracts they enter into to perform work under the PGP. D. The Grantee shall, In the course of performing project work, fully comply with the applicable provisions of the Americans with Disabilities Ad (ADA) of 1990, which prohibits disaimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.) E. The Grantee shall adopt and Implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the PGP project to encourage participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability. This Includes, but Is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, as required by 24 CFR 92.351. 10. Litigation A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable. B. The Grantee shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the tenns of this Agreement and the interests of the Department. 11. Changes in Tenns/Amendments This Agreement may only be amended or modified by mutual written agreement of both parties. 12. State-Owned Data A. Definitions Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
' 1) Work: EXHIBIT D City of Cupertino 19-PGP-13584 Page 7 of 8 The work to be directly or Indirectly produced by the Grantee, its employees or by and of the Grantee's contractor's, eubcontractor's and/or sub-recipient's employ~ under this Agreement. · 2) Work Product: All deliverables created or produced from Work under this Agreement Including, but not limited ·t~, all Work and Deliverable conceived or made, or made hereafter conceived or made, either solely or jointly with others during the tenn of this Agreement and during a period of six months after the termination thereof, which relates to the Work commissioned or performed under this Agreement. Work Product includes all deliverables, inventions, innovations, improvements, or other works of authorship Grantee and/or Grantee's contractor subcontractor and/or sub-recipient may conceive of or develop in the course of this Agreement, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection. 3) Inventions: Any ideas, methodologies, designs, concept, technique, invention, discovery, improvement or development regardless of patentability made solely by the Grantee or jointly with the Grantee's contractor, subcontractor and/or sub-recipient and/or Grantee's contractor, subcontractor, and/or sub-recipient's employees with one or more employees of the Department during the term of this Agreement and in performance of any Work under this Agreement, provided that either the conception or reduction to practice thereof · occurs during the term of this Agreement and in performance of Work issued under this Agreement. B. Ownership of Work Product and Rights 1) All work Product derived by the Work performed by the Grantee, its employees or by and of the Grantee's contractor's, subcontractor's and/or sub-recipient's employees under this Agreement, shall be owned by the Department and shall be considered to be works made for hire by the Grantee and the Grantee's contractor, subcot 1b actor and/or subrecipient for the Deparbnent. The Deparbnent shall own all copyrights in the work product. 2) Grantee, Its employees and all of Grantee's contractor's, subcontractor's and sub-recipient's employees agree to perpetually assign, and upon creation of each Work Product automatically assigns, to the Department, ownership of all United States and international copyrights in each and every Work Product, Insofar as any such Work Product, by operation of law, may not be considered work made for hire by the Grantee's contractor, subcontractor and/or subreciplent from the Department. From time to time upon ·the Department's request, the Grantee's contrador, subcontractor and/or subreclpients, and/or its employees, shall confirm such Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020
EXHIBIT D City of Cupertino 19-PGP-13584 Page 8 of 8 assignments by execution and delivery of such assignment, confirmations or assignment or other written Instruments aa the Department may request The Department shall have the right to obtain and hold in its name all copyright registrations and other evidence of rights that may be available for Work Product under this Agreement. Grantee hereby waives all rights relating to Identification of authorship restriction or limitation on use or subsequent modification of the Work. 3) Grantee, its employees and all Grantee's contractors, subcontractors and sub-recipients hereby agrees to assign to the Department all Inventions, together with the right to seek protection by obtaining patent rights therefore and to claim all rights or priority thereunder and the same shall become and remain the Department's property regardless of whether. such protection Is sought. The Grantee, its employees · and Grantee's contractor, subcontractor and /or subreciplent shall promptly make a complete written disclosure to the Department of each Invention not otherwise clearly disclosed to the Department in the pertinent Work Product, specifically noting features or concepts that the Grantee, its employees and/or Grantee's contractor, subcontractar and/or subreclpient· believes to be new or different. 4) Upon completion of all work under this Agreement, all lntellectuaJ property rights, ownership and title to all reports, documents, plans, specifications and estimates, produced as part of this Agreement will automatically be vested in Department and no further agreement will be necessary to tra~r ownership to Department. 13. Special conditions The State reserves the right to add any special conditions to this Agreement it deems necessary to assure that the policy and goals of the Program are achieved. Planning Grants Program (PGP) NOFA Date: March 28, 2019 Approved Date: October 17, 2019 Prep. Date: January 23, 2020