Construction Agreement

City of Glendale — Regular Meeting (2023-09-12)

Extracted text (via pymupdf) 51076 characters

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CONSTRUCTION AGREEMENT

This Construction Agreement ("Agreement") is entered into and effective between the CITY OF
GLENDALE, an Arizona municipal corporation ("City"), and Fluoresco Services LLC, an Arizona Limited
Liability Company, authorized to do business in Arizona (“Contractor") as of the _____ day of ____________,
2023.

RECITALS

A.
City intends to undertake a project for the benefit of the public and with public funds that is more fully
set forth in the Notice to Contractors and the attached Exhibit A ("Project");

B.
City desires to retain the services of Contractor to perform those specific duties and produce the
specific work as set forth in the Project, the plans and specifications, the Information for Bidders, and
the Maricopa Association of Governments (“MAG”) General and Supplemental Conditions and
Provisions;

C.
City and Contractor desire to memorialize their agreement with this document.

AGREEMENT

In consideration of the Recitals, which are confirmed as true and correct and incorporated by this reference,
the mutual promises and covenants contained in this Agreement, and other good and valuable consideration,
City and Contractor agree as follows:

1.
Project.

1.1
Scope. Contractor will provide all services and material necessary to assure the Project is
completed timely and efficiently consistent with Project requirements, including, but not
limited to, working in close interaction and interfacing with City and its designated employees,
and working closely with others, including other contractors, providers or consultants retained
by City.

1.2
Documents. The following documents are, by this reference, entirely incorporated into this
Agreement and attached Exhibits as though fully set forth herein:

(A)
Notice to Contractors;
(B)
Information for Bidders;
(C)
MAG General Conditions, Supplemental General Conditions, Special and Technical
Provisions;
(D)
Proposal;
(E)
Bid Bond;
(F)
Payment Bond;
(G)
Performance Bond;
(H)
Certificate of Insurance;
(I)
Appendix; and
(J)
Plans and Addenda thereto.

Should a conflict exist between this Agreement (and its attachments), and any of the incorporated documents
as listed above, the provisions of this Agreement shall govern.

1.3
Project Team.

(A)
Project Manager. Contractor will designate an employee as Project Manager with

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sufficient training, knowledge, and experience to, in the City's opinion, to complete
the project and handle all aspects of the Project such that the work produced by
Contractor is consistent with applicable standards as detailed in this Agreement.

(B)
Project Team.

(1)
The Project manager and all other employees assigned to the project by
Contractor will comprise the "Project Team."

(2)
Project Manager will have responsibility for and will supervise all other
employees assigned to the project by Contractor.

(1)
Contractor may engage specific technical contractor (each a "Sub-
contractor") to furnish certain service functions.

(2)
Contractor will remain fully responsible for Sub-contractor's services.

(3)
Sub-contractors must be approved by the City, unless the Sub-contractor was
previously mentioned in the response to the solicitation.

(4)
Contractor shall certify by letter that contracts with Sub-contractors have
been executed incorporating requirements and standards as set forth in this
Agreement.

2.
Schedule. The Project will be undertaken in a manner that ensures it is completed in a timely and
efficient manner. If not otherwise stated in Exhibit A, the Project shall be completed by no later than
within one hundred and fifty (150) consecutive calendar days from and including the date of receipt of
the Notice to Proceed.

3.
Contractor’s Work.

3.1
Standard. Contractor must perform services in accordance with the standards of due
diligence, care, and quality prevailing among contractors having substantial experience with
the successful furnishing of services and materials for projects that are equivalent in size,
scope, quality, and other criteria under the Project and identified in this Agreement.

3.2
Licensing. Contractor warrants that:

(A)
Contractor and Sub-contractors will hold all appropriate and required licenses,
registrations and other approvals necessary for the lawful furnishing of services
("Approvals"); and

(B)
Neither Contractor nor any Sub-contractor has been debarred or otherwise legal1y
excluded from contracting with any federal, state, or local governmental entity
("Debarment").

(1)
City is under no obligation to ascertain or confirm the existence or issuance
of any Approvals or Debarments or to examine Contractor's contracting
ability.

(2)
Contractor must notify City immediately if any Approvals or Debarment
changes during the Agreement’s duration and the failure of the Contractor

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to notify City as required will constitute a material default of this Agreement.

3.3
Compliance. Services and materials will be furnished in compliance with applicable federal,
state, county and local statutes, rules, regulations, ordinances, building codes, life safety codes,
or other standards and criteria designated by City.

Contractor must not discriminate against any employee or applicant for employment on the
basis of race, religion, color sex or national origin. Contractor must develop, implement and
maintain non-discrimination policies and post the policies in conspicuous places visible to
employees and applicants for employment. Contractor will require any Sub-contractor to be
bound to the same requirements as stated within this section.

3.4
Coordination; Interaction.

(A)
If the City determines that the Project requires the coordination of professional
services or other providers, Contractor will work in close consultation with City to
proactively interact with any other contractors retained by City on the Project
("Coordinating Entities").

(B)
Subject to any limitations expressly stated in the budget, Contractor will meet to
review the Project, schedules, budget, and in-progress work with Coordinating
Entities and the City as often and for durations as City reasonably considers necessary
in order to ensure the timely work delivery and Project completion.

(C)
If the Project does not involve Coordinating Entities, Contractor will proactively
interact with any other contractors when directed by City to obtain or disseminate
timely information for the proper execution of the Project.

3.5
Hazardous Substances. Contractor is responsible for the appropriate handling, disposal of,
and if necessary, any remediation and all losses and damages to the City, associated with the
use or release of hazardous substances by Contractor in connection with completion of the
Project.

3.6
Warranties. At any time within two years after completion of the Project, Contractor must,
at Contractor’s sole expense and within 20 days of written notice from the City, uncover,
correct and remedy all defects in Contractor’s work. City will accept a manufacturer’s warranty
on approved equipment as satisfaction of the Contractor’s warranty under this subsection.

3.7.
Bonds. Upon execution of this Agreement, and if applicable, Contractor must furnish
Payment and Performance bonds as required under A.R.S. § 34-608.

4.
Compensation for the Project.

4.1
Compensation. Contractor's compensation for the Project, including those furnished by its
Sub-contractors will not exceed $498,055.94, as specifically detailed in the Contractor’s bid
and set forth in Exhibit B ("Compensation").

4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated scope of services as outlined in the Project is significantly modified by the City.
(A) Adjustments to the Scope or Compensation require a written amendment to this
Agreement and may require City Council approval.

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(B)
Additional services which are outside the scope of the Project and not contained in
this Agreement may not be performed by the Contractor without prior written
authorization from the City.
(C)
Notwithstanding the incorporation of the Exhibits to this Agreement by reference,
should any conflict arise between the provisions of this Agreement and the provisions
found in the Exhibits and accompanying attachments, the provisions of this
Agreement shall take priority and govern the conduct of the parties.

5.
Billings and Payment.

5.1
Applications.

(A)
The Contractor will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.

(B)
The period covered by each Payment Application will be one calendar month ending on the
last day of the month.

5.2
Payment.

(A)
After a full and complete Payment Application is received, City will process and remit payment
within thirty (30) days.

(B)
Payment may be subject to or conditioned upon City's receipt of:

(1)
Completed work generated by Contractor and its Sub-contractors; and

(2)
Unconditional waivers and releases on final payment from Sub-contractors as City
may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.

5.3
Review and Withholding. City's Project Manager will timely review and certify Payment
Applications.

(A)
If the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.

(B)
City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.

(C)
Contractor will provide, by separate cover, and concurrent with the execution of this
Agreement, all required financial information to the City, including City of Glendale
Transaction Privilege License and Federal Taxpayer identification numbers.

(D)
City will temporarily withhold Compensation amounts as required by A.R.S. 34-221(C).

6.
Termination.

6.1
For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not
be less than fifteen (15) days following the date of delivery.

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(A)
Contractor will be equitably compensated any services and materials furnished prior
to receipt of the termination notice and for reasonable costs incurred.

(B)
Contractor will also be similarly compensated for any approved effort expended and
approved costs incurred that are directly associated with Project closeout and delivery
of the required items to the City.

6.2
For Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach
of this Agreement within seven (7) days after receipt of written notice specifying the breach.

(A)
Contractor will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less
than the equitable amount due but not paid Contractor for Service and Repair
furnished, City will pay the amount due to Contractor, less City's damages.

(B)
If City's direct damages exceed amounts otherwise due to Contractor, Contractor
must pay the difference to City immediately upon demand; however, Contractor will
not be subject to consequential damages more than $1,000,000 or the amount of this
Agreement, whichever is greater.

7.
Insurance.

7.1
Requirements. Contractor must obtain and maintain the following insurance ("Required
Insurance"):

(A)
Contractor and Sub-contractors. Contractor, and each Sub-contractor performing
work or providing materials related to this Agreement must procure and maintain the
insurance coverages described below (collectively, “Contractor's Policies"), until each
Parties' obligations under this Agreement are completed.

(B)
General Liability.

(1)
Contractor must at all times relevant hereto carry a commercial general
liability policy with a combined single limit of at least $1,000,000 per
occurrence and $2,000,000 annual aggregate.

(2)
Sub-contractors must at all times relevant hereto carry a general commercial
liability policy with a combined single limit of at least $1,000,000 per
occurrence.

(3)
This commercial general liability insurance must include independent
contractors' liability, contractual liability, broad form property coverage,
products and completed operations, XCU hazards if requested by the City,
and a separation of insurance provision.

(4)
These limits may be met through a combination of primary and excess
liability coverage.

(C)
Auto. A business auto policy providing a liability limit of at least $1,000,000 per
accident for Contractor and 1,000,000 per accident for Sub-contractors and covering
owned, non-owned and hired automobiles.

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(D)
Workers' Compensation and Employer's Liability. A workers' compensation and
employer's liability policy providing at least the minimum benefits required by Arizona
law.

(E)
Equipment Insurance. Contractor must secure, pay for, and maintain all-risk
insurance as necessary to protect the City against loss of owned, non-owned, rented
or leased capital equipment and tools, equipment and scaffolding, staging, towers and
forms owned or rented by Contractor or its Sub-contractors.

(F)
Notice of Changes. Contractor's Policies must provide for not less than 30 days'
advance written notice to City Representative of:

(1)
Cancellation or termination of Contractor or Sub-contractor's Policies;

(2)
Reduction of the coverage limits of any of Contractor or and Sub-
contractor's Policies; and

(3)
Any other material modification of Contractor or Sub-contractor's Policies
related to this Agreement.

(G)
Certificates of Insurance.

(1)
Within ten (10) business days after the execution of the Agreement,
Contractor must deliver to City Representative certificates of insurance for
each of Contractor and Sub-contractor's Policies, which will confirm the
existence or issuance of Contractor and Sub-contractor's Policies in
accordance with the provisions of this section, and copies of the
endorsements of Contractor and Sub-contractor's Policies in accordance
with the provisions of this section.

(2)
City is and will be under no obligation either to ascertain or confirm the
existence or issuance of Contractor and Sub-contractor's Policies, or to
examine Contractor and Sub-contractor's Policies, or to inform Contractor
or Sub-contractor in the event that any coverage does not comply with the
requirements of this section.

(3)
Contractor's failure to secure and maintain Contractor Policies and to assure
Sub-contractor policies as required will constitute a material default under
this Agreement.

(H)
Other Contractors or Vendors.

(1)
Other contractors or vendors that may be contracted by Contractor within
connection with the Project must procure and maintain insurance coverage
as is appropriate to their particular agreement.

(2)
This insurance coverage must comply with the requirements set forth above
for Contractor's Policies (e.g., the requirements pertaining to endorsements
to name the parties as additional insured parties and certificates of insurance).

(I)
Policies. Except with respect to workers' compensation and employer's liability
coverages, the City must be named and properly endorsed as additional insureds on
all liability policies required by this section.

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(1)
The coverage extended to additional insureds must be primary and must not
contribute with any insurance or self-insurance policies or programs
maintained by the additional insureds.

(2)
All insurance policies obtained pursuant to this section must be with
companies legally authorized to do business in the State of Arizona and
acceptable to all parties.

7.2
Sub-contractors.

(A)
Contractor must also cause its Sub-contractors to obtain and maintain the Required
Insurance.

(B)
City may consider waiving these insurance requirements for a specific Sub-contractor
if City is satisfied the amounts required are not commercially available to the Sub-
contractor and the insurance the Sub-contractor does have is appropriate for the Sub-
contractor's work under this Agreement.

7.3
Indemnification.

(A)
To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties"), for, from, and against
any and all claims, demands, actions, damages, judgments, settlements, personal injury
(including sickness, disease, death, and bodily harm), property damage (including loss
of use), infringement, governmental action and all other losses and expenses,
including attorneys' fees and litigation expenses (each, a "Demand or Expense";
collectively, "Demands or Expenses") asserted by a third-party (i.e. a person or entity
other than City or Contractor) and that arises out of or results from the breach of this
Agreement by the Contractor or the Contractor’s negligent actions, errors or
omissions (including any Sub-contractor or other person or firm employed by
Contractor), whether sustained before or after completion of the Project.

(B)
This indemnity and hold harmless policy applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Contractor shall be liable only to the extent the Demand
or Expense results from the negligence or breach of a responsibility of Contractor or
of any person or entity for whom Contractor is responsible.

(C)
Contractor is not required to indemnify any Indemnified Parties for, from, or against
any Demand or Expense resulting from the Indemnified Party's sole negligence or
other fault solely attributable to the Indemnified Party.

7.4
Waiver of Subrogation. Contractor waives, and will require any Subcontractor to waive, all
rights of subrogation against the City to the extent of all losses or damages covered by any
policy of insurance.

8.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor
warrants its compliance and that of its subcontractors with all federal immigration laws and regulations
that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A).
The Contractor or subcontractor’s breach of this warranty shall be deemed a material breach of the

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Agreement and may result in the termination of the Agreement by the City under the terms of this
Agreement. The City retains the legal right to randomly inspect the papers and records of the other
party to ensure that the other party is complying with the above-mentioned warranty. The Contractor
and subcontractor warrant to keep their respective papers and records open for random inspection
during normal business hours by the other party. The parties shall cooperate with the City’s random
inspections, including granting the inspecting party entry rights onto their respective properties to
perform the random inspections and waiving their respective rights to keep such papers and records
confidential.

9.
No Boycott of Israel. The Parties agree that they are not currently engaged in, and agree that for the
duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined in A.R.S.
§35-393.

10.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:

(A)
the forced labor of ethnic Uyghurs in the People’s Republic of China;

(B)
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China; and

(C)
any contractors, subcontractors or suppliers that use the forced labor or any goods or services
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

11.
Conflict. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent,
or consultant of any other party to this Agreement.

12.
Notices.

12.1
A notice, request or other communication that is required or permitted under this Agreement
(each a "Notice") will be effective only if:

(A)
The Notice is in writing, and

(B)
Delivered in person or by private express overnight delivery service (delivery charges
prepaid), certified or registered mail (return receipt requested).

(1)
Received on a business day, or before 5:00 p.m., at the address for Notices
identified for the Party in this Agreement by U.S. Mail, hand delivery, or
overnight courier on or before 5:00 p.m.; or

(2)
As of the next business day after receipt, if received after 5:00 p.m.

(D)
The burden of proof of the place and time of delivery is upon the Party giving the
Notice.

(E)
Digitalized signatures and copies of signatures will have the same effect as original
signatures.

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12.2
Representatives.

(A)
Contractor. Contractor's representative ("Contractor's Representative") authorized
to act on Contractor's behalf with respect to the Project, and his or her address for
Notice delivery is:

Fluoresco Services LLC

Attn: Gary Gryder, Director of Sales

4048 East Superior Avenue

Phoenix, Arizona 85040

(B)
City. City's representative ("City's Representative") authorized to act on City's behalf,
and his or her address for Notice delivery is:

City of Glendale
Attn: Dan Gerhard
Engineering Department

5850 West Glendale Avenue

Glendale, Arizona 85301

With required copies to:

City of Glendale

City of Glendale
City Manager

City Attorney
5850 West Glendale Avenue

5850 West Glendale Avenue
Glendale, Arizona 85301

Glendale, Arizona 85301

(1)
All notices to City's representative must be given concurrently to City
Manager and City Attorney.

(2)
A notice will not be considered to have been received by City's representative
until the time that it has also been received by City Manager and City
Attorney.

(3)
City may appoint one or more designees for the purpose of receiving notice
by delivery of a written notice to Contractor identifying the designee(s) and
their respective addresses for notices.

(D)
Changes. Contractor or City may change its representative or information on
Notice, by giving Notice of the change in accordance with this section at least ten
days prior to the change.

13.
Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.

14.
Entire Agreement; Survival; Counterparts; Signatures.

14.1
Integration. This Agreement contains, except as stated below, the entire agreement between
City and Contractor and supersedes all prior conversations and negotiations between the
parties regarding the Project or this Agreement.

(A)
Neither Party has made any representations, warranties or agreements as to any

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matters concerning the Agreement's subject matter.

(B)
Representations, statements, conditions, or warranties not contained in this
Agreement will not be binding on the parties.

(C)
Any solicitation, addendums and responses submitted by the Contractor are
incorporated fully into this Agreement as Exhibit A. Any inconsistency between
Exhibit A and this Agreement will be resolved by the terms and conditions stated in
this Agreement.

14.2
Interpretation.

(A)
The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

(B)
The parties are of equal bargaining position and this Agreement must be construed
equally between the parties without consideration of which of the parties may have
drafted this Agreement.

14.3
Survival. Except as specifically provided otherwise in this Agreement each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and
every other right, remedy and responsibility of a Party, will survive completion of the Project,
or the earlier termination of this Agreement.

14.4
Amendment. No amendment to this Agreement will be binding unless in writing and
executed by the parties. Any amendment may be subject to City Council approval.

14.5
Remedies. All rights and remedies provided in this Agreement are cumulative and the
exercise of any one or more right or remedy will not affect any other rights or remedies under
this Agreement or applicable law.

14.6
Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or
unenforceable provision will be reformed to conform to applicable law.

14.7
Counterparts. This Agreement may be executed in counterparts, and all counterparts will
together comprise one instrument.

14.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration
Association’s Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.

15.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A
Project
Exhibit B
Compensation
Exhibit C
Federal Laws and Regulations

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The parties enter into this Agreement as of the date shown above.

City of Glendale,

an Arizona municipal corporation

________________________________

By: Kevin R. Phelps
Its: City Manager

ATTEST:

Julie K. Bower

(SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Fluoresco Services LLC,
An Arizona Limited Liability Company

_________________________________
By: Gary Gryder
Its: Director of Sales

WOMEN-OWNED/MINORITY BUSINESS ☐ YES ☐ NO
CITY OF GLENDALE TRANSACTION PRIVILEGE TAX NO. ________________________
FEDERAL TAXPAYER IDENTIFICATION NO. ____________________________________

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EXHIBIT A
CONSTRUCTION AGREEMENT

PROJECT

The project is located on Glendale Avenue between 58th Avenue and 57th Drive. The proposed work consists
of supplying and installing all the necessary materials to add a color changing light emitting diode (LED) Café
Lighting system that is fully functional and is intertied to the existing Café Lighting System that is on Glendale
Avenue west of this location.

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EXHIBIT B
CONSTRUCTION AGREEMENT

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION

By bid, including all services, materials and costs.

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by the Project
during the entire term of the Project must not exceed $498,055.94.

DETAILED PROJECT COMPENSATION

As shown in detail in the Bid Schedule

Bid

$498,055.94

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EXHIBIT C
CONSTRUCTION AGREEMENT

FEDERAL LAWS AND REGULATIONS

The Parties agree that the following federal laws and regulations apply to the above-referenced contract and agree
it be bound by these same terms and conditions:

1.
Applicability of Uniform Administrative Requirements. The parties should comply with all
administrative requirements, cost principles, and audit requirements as provided in 2 CFR Part 200 in
compliance with the Final Guidance issued by U.S. Department of Housing and Urban Development on
Feb. 26, 2015 (Notice: SD-2015-01).

2.
Equal Opportunity.

2.1
The Contractor agrees to comply with Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and
the HUD regulations under 24 CFR Part 1, which provides that no person in the United States
will, on the grounds of race, color, or national origin, be excluded from participation in, be denied
the benefits of, or be otherwise subjected to discrimination under any activity receiving Federal
financial assistance by way of grant, loan, or Agreement and will immediately take any measures
necessary to effectuate this Agreement. If any real property or structure thereof is provided or
improved with the aid - of Federal financial assistance extended to the Contractor, this assurance
will obligate the Contractor, or in the case of any transfer of such property or structure is used for
a purpose of which the Federal financial assistance is extended or for another purpose involving
the provision of similar services or benefits.

2.2
The Contractor agrees to comply with Title VIII of the Civil Rights Act of 1968 (P.L. 90-284), as
amended by the Fair Housing Amendments Act of 1988 (EL. 100-430), and will administer all
activities relating to housing and community development in a manner to affirmatively further fair
housing within Constitutional limitations throughout the United States.

2.3
The Contractor agrees to comply with Section 109 of the Housing and Community Development
Act of 1974 and 1977, as amended, and in conformance with all requirements imposed pursuant
to the regulations of the Department of HUD (24 CFR Part 570.602) issued pursuant to that
Section; and in accordance with Equal Opportunity obligations of that Section, no person in the
United States will, on the grounds of race, color, national origin, or sex, be excluded from
participation in, be denied the benefits of be subjected to discrimination under, any activity funded
in whole or in part with the Community Development funds. Section 109 of the Act further
provides that any prohibition against discrimination on the basis of age, under the Age
Discrimination Act of 1975 (24 CER Part 146), or with respect to an otherwise qualified
handicapped person, as provided in Section 504 of the Rehabilitation Act of 1973 (24 CFR Part
8), will also apply to any activity funded in whole or in part with funds made available pursuant to
the Act.

2.4
The Contractor agrees to comply with Executive Order 11063 on equal opportunity in housing
and related facilities owned or operated by the Federal Government or provided with Federal
financial assistance.

2.5
The Contractor agrees to comply with Executive Order 11246, as amended, requiring
nondiscrimination and affirmative action to ensure nondiscrimination in employment by
government contractors and subcontractors and under federally assisted construction contractors.

2.6
The Contractor agrees to comply with Section 3 of the Housing and Urban Development Act of
1968 (12 U.S.C. 1701 u), as amended, the HUD regulations issued pursuant thereto (24 CFR Pan
135) as follows:

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a.
The work to be performed under this Agreement is on a project assisted under an activity
providing direct Federal financial assistance from the Department of Housing and Urban
Development and is subject to the requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended (12 U.S.C. 1701u); Section 3 requires that to the
greatest extent feasible, opportunities for training and employment he given to lower
income residents of the project area and agreements for work in connection with the
project be awarded to business concerns that are located in or owned in substantial part
by persons residing in the area of the project.

b.
The parties to this Agreement will comply with the provisions of said Section 3 and the
regulations issued pursuant thereto by the Secretary of Housing and Urban Development
set forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued
there under prior to the execution of this Agreement. The parties to this Agreement certify
and agree that they are under no contractual or other disability that would prevent them
from complying with these requirements.

c.
The contractor will send to each labor organization or representative or workers, with
which he has a collective bargaining agreement or other Agreement or understanding, if
any, a notice advertising the said labor organization or workers’ representative of his
commitments under this Section 3 clause and will post copies of the notice in conspicuous
places available to employees and applicants for employment or training.

d.
The contractor will include this Section 3 clause to every subcontract for work in
connection with the project and will, take appropriate action pursuant to the subcontract
upon a finding that the subcontractor is in violation of regulations issued by the Secretary
of Housing and Urban Development, 24 CFR Part 135. The contractor will not
subcontract with any subcontractor where it has notice or knowledge that the latter has
been found in violation of regulations under 24 CFR Part 135 and will not let any
subcontract unless the subcontractor has first provided it with a preliminary statement of
ability to comply with the requirements of these regulations.

e.
Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135,
and all applicable rules and orders of the Department issued there under prior to the
execution of this Agreement, will be a condition of the Federal financial assistance
provided to the project.

3.
Nondiscrimination in Federally Assisted Programs of the Department of Housing and Urban
Development — Effectuation of Title VI of the Civil Rights Act of 1964.

3.1
The Contractor shall, as a recipient of HUD financial assistance, take reasonable steps to provide
meaningful access to Limited English Proficiency (LEP) persons. This requirement shall extend to
the Contractor’s entire activity regardless of how much HUD assistance is received.

3.2
In order to determine what reasonable steps must be taken to provide meaningful access to LEP
persons, the Contractor should apply HUD’s four-factor analysis.

a.
Identify the number or proportion of LEP persons eligible to be served or likely to be
encountered by the activity or Contractor.

b.
Identify the frequency with which LEP persons come in contact with the activity.

c.
Consider the nature and importance of the activity or service provided by the activity to
people’s lives.

d.
Identify the resources available to the Contractor and the costs associated with providing
meaningful access to LEP persons.

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3.3
The Contractor must determine what language assistance measures are sufficient for the activity
funded with HUD funds. The Contractor shall have flexibility in addressing the needs of the LEP
persons served; however, this cannot be used to minimize the obligation that the needs be
addressed. The Contractor is not required to take measures that would be a cost burden or cost
prohibitive to the Contractor.

3.4
Efforts to take reasonable steps to provide meaningful access to LEP persons must be documented
in the Contractor’s records and be made available upon request.

4.
Section 504. The Contractor agrees to comply with any federal regulations issued pursuant to compliance
with Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against the handicapped
in any federally assisted program.

5.
Subcontracting. All work or services covered by this Agreement, which is subcontracted by the
Contractor, will be specified by written Agreement and subject to all provisions of this Agreement. All
subcontracts must be approved by the City prior to execution.

6.
Interest of Certain Federal Officials. No member of or delegate to the Congress of the United States
shall be admitted to any share or part of this Agreement or to any benefit to arise from the same.

7.
Interest of Members, Officers or Employees of the Contractor, Members of Local Governing Body,
or Other Public Officials. No member, officer, or employee of the Contractor or its designees or agents,
no member of the governing body of the locality in which the activity is situated, and no other public official
of such locality or localities who exercises any functions or responsibilities with respect to the activity during
his tenure or for one year thereafter, will have any interest, direct or indirect, in any Agreement or
subcontract, or the proceeds thereof, for work to be performed in connection with the activity assisted
under this Agreement pursuant to the provisions of 24 CFR 84.42 and 570.6 11.

8.
Lobbying. Block Grant funds shall not be used for publicity or propaganda purposes designed to support
or defeat legislation proposed by federal, state, or local governments or to influence or attempting to
influence an officer or employee of any agency, a member or employee of Congress.

9.
Hatch Act. The Contractor agrees to comply with all provisions of the Hatch Act and that no part of the
activity will involve political activities, nor will personnel employed in the administration of the activity be
engaged in activities in contravention of Title V, Chapter 15, of the United States Code.

10.
Labor Standards Provisions.

10.1
The Contractor agrees to comply with the requirements of the Secretary of Labor in accordance
with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety
Standards Act (40 U.S.C. 327 et. seq.) and all other applicable federal, state and local laws and
regulations pertaining to labor standards insofar as those acts apply to the performance of this
Agreement. The Contractor agrees to comply with the Copeland Anti-Kick-Back Act (18 U.S.C.
874 et. seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5.
The Contractor shall maintain documentation that demonstrates compliance with hour and wage
requirements of this part. Such documentation shall be made available to the Grantee for review
upon request.

10.2
The Contractor agrees that, except with respect to the rehabilitation or construction of residential
property containing less than eight (8) units, all contractors engaged under Agreements in excess
of $2,000.00 for construction, renovation or repair work financed in whole or in part with
assistance provided under this Agreement, shall comply with federal requirements adopted by the
City pertaining to such Agreements and with the applicable requirements of the regulations of the
Department of Labor, under 29 CFR Parts 1,3,5 and 7 governing the payment of wages and ration
of apprentices and trainees to journey workers; provided that, if wage rates higher than those
required under the regulations are imposed by state or local laws nothing hereunder is intended to
relieve the Contractor of its obligation, if any, to require payment of the higher wage. The

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Contractor shall cause or require to be inserted in full, in all such Agreements subject to such
regulations, provisions meeting the requirement of this paragraph.

11.
Compliance with Environmental Requirements. The Contractor agrees to comply with any conditions
resulting from the City’s compliance with the provisions of the National Environmental Policy Act of 1969
and the other provisions of law specified at 24 CFR §58.5 insofar as the provisions of such Act apply to
activities set forth in the Statement of Work.

12.
Compliance with Flood Disaster Protection Act.

12.1
This Agreement is subject to the requirements of the Flood Disaster Protection Act of 1973 (P.L.
93-234). No portion of the assistance provided under this Agreement is approved for acquisition
or construction purposes as defined under Section 3(a) of said Act, for use in any area identified
by the Secretary as having special flood hazards, which is located in a community not then in
compliance with the requirements for participation in the national flood insurance program
pursuant to Section 201(d) of said Act; and the use of any assistance provided under this Agreement
for such acquisition or construction in such identified areas in communities then participating in
the national flood insurance program will be subject to the mandatory purchase of flood insurance
requirements of Section 102(a) of said Act.

12.2
Any contract or agreement for the sale, lease, or other transfer of land acquired, cleared, or
improved with assistance provided under this Agreement shall contain, if such land is located in
an area identified by the Secretary as having special flood hazards and in which the sale of flood
insurance has been made available under the National Flood Insurance Act of 1968, as amended,
42 U.S.C. 4001 et seq., provisions obligating the transferee and its successors or assigns to obtain
and maintain, during the ownership of such land, such flood insurance required with respect to
financial assistance for acquisition or construction purposes under Section 102(2) of Flood Disaster
Protection Act of 1973. Such provisions will be required notwithstanding the fact that the
construction of such land is not itself funded with assistance under this Agreement.

13.
Compliance with Environmental Laws.

13.1
This Agreement is subject to the requirements of the Clean Air Act, as amended, 42 U.SC. 1857 et
seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.; and the
regulations of the Environmental Protection Agency with respect thereto, at 40 CFR Part 15, as
amended from time to time.

13.2
In compliance with said regulations, the City will cause or require to be inserted in full in all
Agreements and subcontracts with respect to any nonexempt transaction thereunder funded with
assistance provided under this Agreement, the following requirements:

a.
A stipulation by the contractor or subcontractor that any facility to be utilized in the
performance of any nonexempt Agreement or subcontract is not listed on the list of
Violating Facilities issued by the Environmental Protection Agency (EPA) pursuant to 40
CFR § 15.20.

b.
Agreement by the contractor to comply with all the requirements of Section 114 of the
Clean Air Act, as amended (42 U.S.C. 1857c-8), and Section 308 of the Federal Water
Pollution Control Act, as amended, (33 U.S.C. 1318) relating to inspection, monitoring,
entry, reports, and information, as well as all other requirements specified in said Section
114 and Section 308, and all regulations and guidelines issued thereunder.

c.
A stipulation that as a condition for the award of the Agreement, prompt notice will be
given of any notification received from the director, Office of Federal Activities EPA,
indicating that a facility utilized or to be utilized for the Agreement is under consideration
to be listed on the EPA list of Violating Facilities.

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d.
Agreement by the contractor that he will include or cause to be included the criteria and
requirements in paragraphs (a) through (d) of this section in every nonexempt subcontract
and requiring the contractor to take such action as the Government may direct as means
of enforcing such provisions.

e.
In no event will any amount of the assistance provided under this Agreement be utilized
with respect to a facility that has given rise to a conviction under Section 113(c)(l) of the
Clean Air Act or Section 309(c) of the Federal Water Pollution Control Act.

13.3
The Resource Conservation and Recovery Act. Contractor will comply with the Resource
Conservation and Recovery Act (“RCRA”), including, but not limited to, 42 U.S.C. § 6962, which
requires preference be given in procurement programs to the purchase of specific products
containing recycled materials identified in guidelines developed by the Environmental Protection
Subrecipient (“EPA”) (40 CFR Parts 247 through 254).

13.4
The Toxic Substances Control Act. The Contractor will comply with the Toxic Substances Control
Act (“TSCA”), 15 U.S.C. §2601 et seq.

13.5
The Federal Insecticide, Fungicide and Rodenticide Act. The Contractor will comply with the
Federal insecticide, Fungicide and Rodenticide Act (“FIFRA”), 7 U.S.C. §136 et seq.

13.6
Contractor will comply with all other applicable federal and state environmental laws and
regulations, including, but not limited to, §6002 of the Solid Waste Disposal Act, as amended by
the Resource Conservation and Recovery Act (“RCRA”) (Pub. L. 94-580, 42 U.S.C. §6962). Section
6962 requires that preference be given in procurement programs to the purchase of specific
products containing recycled materials identified in guidelines developed by the Environmental
Protection Agency (“EPA”) (40 CFR Parts 247 through 254). Accordingly, state and local
institutions of higher education, hospitals, commercial organizations and international
organizations when operating domestically, and non-profit organizations that receive direct Federal
awards or other Federal funds will give preference in their procurement programs funded with
Federal funds to the purchase of recycled products pursuant to the EPA guidelines.

14.
Historic Presentation. This Agreement is subject to the requirements of P.L. 89-665, the Archaeological
and Historic Preservation Act of 1974 (P.L. 93-291), Executive Order 11593, and the procedures prescribed
by the Advisory Council on Historic Preservation in 36 CFR Part 800. The City must take into account the
effect of a project on any district, site, building, structure, or object listed in or found by the Secretary of
the Interior, pursuant to 35 CFR Part 800, to be eligible for inclusion in the National Register of Historic
Places, maintained by the National Park Service of the U.S. Department of the Interior, and must make
every effort to eliminate or minimize any adverse effect on a historic property.

15.
Historic Barriers. This Agreement is subject to the requirements of the Architectural Barriers Act of
1968(42 U.S.C. 4151) and its regulations. Every building or facility (other than a privately owned residential
structure) designed, constructed, or altered with CDBG funds must comply with requirements of the
“American Standards Specifications for Making Buildings and Facilities Accessible to, and Usable by, the
Physically Handicapped.”

16.
Lead-Based Paint. This Agreement is subject to the Lead-Based Paint Poisoning Prevention Act (42
U.S.C. 4821 et seq.), and Lead-Based Paint Regulations (24 CFR Part 35 and 24 CFR §570.608 and/or
92.335), and related amendments thereto. The use of lead-based paint is prohibited whenever federal hinds
are used directly or indirectly for the construction, rehabilitation, or modernization of residential structures.
All federally assisted residential structures and related property constructed prior to 1978, Homebuyer
Activities, Tenant-Based Rental Assistance, and Special-Needs Housing (acquisition), will comply with
existing and new Lead-Based Paint Hazard Reduction Requirements, effective September 15,2000. As the
Grantor or Participating Jurisdiction, the City of Glendale shall be consulted regarding the
Contractor/Grantee’s compliance status.

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17.
Acquisition/Relocation. This Agreement is subject to providing a certification that it will comply with
the acquisition and relocation requirements of the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970, as amended, implementing regulations at 49 CFR Part 24, and 24 CER
Part 511.14 and 570.606, which govern the acquisition of real property for the project and provision of
relocation assistance to persons displaced as a direct result of acquisition, rehabilitation, or demolition for
the project.

18.
Property Disposition. Real or personal property purchased in whole or in part with CDBG funds shall
not be disposed through sale, use or location without the written permission of the City and/or HUD as
applicable. The proceeds from the disposition of real property will be considered Program Income and
subject to 24 CFR §570.504(c).

19.
Debarment, Suspension, Ineligibility and Voluntary Exclusion.

19.1
In order to participate in this Agreement, the Contractor must certify that it and/or its
owners/officers have not been debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded front covered transactions by a federal department or agency.

19.2
The Contractor, shall include without modification the Certification language, entitled
“Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion — Lower
Tier Covered Transactions” with all subgrantees or other contractors; in all lower tier covered
transactions and in all solicitations for lower tier covered transactions in accordance with 45CFR
Part 76.

19.3
If the Contractor is unable to comply with this requirement, an explanation shall be immediately
provided to the City in accordance with paragraph 29 of this Agreement.

20.
Federal Fire Prevention and Control Act of 1992. The Fire Administration Authorization Act of 1992
added a new Section 31 to the Federal Fire Prevention and Control Act of 1974. This Section requires that
approved smoke detectors be installed in all houses assisted under the Community Development Block
Grant Program. To comply with Ibis requirement and locally adopted codes Contractor shall install smoke
detectors in all sleeping areas and any hallway connecting these sleeping areas.