Loading...
HomeMy WebLinkAbout1998-06-22 City Council (19)City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL FROM: DATE: CITY MANAGER JUNE 22, 1998 DEPARTMENT: COMMUNITY SERVICES CMR: 282:98 SUBJECT:APPROVAL OF HUMAN SERVICE AGREEMENTS FOR FISCAL YEAR 1998-99 RECOMMENDATION Staff recommends that the City Council approve and authorize the Mayor to execute the following contracts for fiscal year 1998-99: Adolescent Counseling Services (ACS), (No Contract number yet assigned), $71,041 Palo Alto Community Child Care (PACCC), (No Contract number yet assigned), $381,724 3.Senior Coordinating Council (SCC), (No Contract number yet assigned), $408,692 BACKGROUND Twenty-one nonprofit agencies requested funding for fiscal year 1998-99 through the Human Services Resource Allocation Process (HSRAP). The requests totaled $1,405,112. Council policy provides for available funds of $1,067,933. These available funds represent a 4.2 percent Cost of Living Adjustment (COLA) over the 1997-98 allocation of $1,024,888. DISCUSSION On May 12, 1998, the Finance Committee recommended approval of 17 human service contracts as part of the Human Services Resource Allocation Process (HSRAP) process. Three of the recommended contracts exceed $65,000, thus requiring City Council approval. The Finance Committee also recommended one-time additions to the La Comida contract and to the Senior Coordination Council contract, which increased the total allocation to $1,084,026. CMR: 282:98 Page 1 of 3 The Finance Co .mmittee. recommended a~ one-time addition of $11,000 .to the Senior Coordinating Council contract to fired the Senior Home Repair Program, which increases the total allocation for the Senior Coordinating Council to $408,692. The Finance Committee also recommended a one-time addition of $5,093 to the La Comida contract to fund the agency’s outreach program, and to allow the agency to provide competitive salaries to retain staff. The total funding for La Comida would increase to $11,665. Subsequent to the presentation of the HSRAP recommendations to the Finance Committee, staff received a letter (attached) from North County Mediation (formerly PAAIRS), stating that it will not be accepting the recommended contract to provide mediation services in Palo Alto or Mountain View. Upon receipt of that letter, staff undertook a review of other potential agencies which could provide similar services using the funding allocated in the HSRAP program. Staffis confident that an agency can be found to take on the services that PAAIRS once provided. RESOURCE IMPACT The HSRAP funding recommendations will provide $1,084,026 in General Fund Support to 17 programs. Of that amount, $861,457 represents contracts that are more than $65,000, requiring Council approval. Of the total, $1,067,933 was included in the City Manager’s proposed 1998-99 Budget, and in the Community Services Department $16,093 will be added, from the General Fund Budget Stablization Reserve. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. TIMELINE After approval by Council, staffwill finalize contracts and fianding will begin July 1, 1998. ENVIRONMENTAL REVIEW The proposed funding recommendation and authorization of Human Service contracts do not necessitate any environmental assessment. CMR: 282:98 Page 2 of 3 ATTACHMENTS Attachments: Table of Finance Committee Recommendations Contracts Letter from North County Mediation PREPARED BY: Kathy Espinoza-Howard, Administrator, Office of Human Services DEPARTMENT HEAD: PAUL Director of Community Services CITY MANAGER APPROVAL: HARRISON Assistant City Manager cc: Contracting Agencies CMR: 282:98 Page 3 of 3 Attachment One Attachment Two CONTRACT NO. BEI~CEEN THE CITY OF P;~LO 7~LTO A!WD ;~DOLESCENT COOIqSELING SERVICES, INC. FOR CONSULTING SERVICES ?his Cdntract No.is entered into , by and between the CITY OF PALO ALTO, a chartere! city and a municipal corporation of the State of California <"CITY"), and ~OLESCENT COUNSELING SERVICES, INC., a corporation duly organized and existing under the Nonprofit Corporation Law of the State of California, located at 4000 Middlefield Road, Room F-H, Palo Alto, California 94303 ~"CONSULTA!qT"). RECITALS WHEREAS, CITY desires to obtain certain counseling services for young adolescents in the coma%unity ("Program"), as more fully described in Exhibit "A"; and WHERF~S, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Program on the terms and in .the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I.TE,~M i.i This Contract will corm~ence on July !, 1998 and will terminate on June 30, 1999, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Program tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Program is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. SECTION 2. CORRECTIONS SCOPE OF PRQQ,~<M SERVICES;,, 2.i The scope of Services constituting the Program will be performed, delivered or executed by CONSULT~T under the phases of the Basic Services as described below. 980603 syn 0071421 2.2 CITY may orde~ substantial changes in the scope or character of the Basic Services, or the Program, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payments+of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. SECTION 3. OUALIFICATIONS, STATUS. AND’ DUTIES QF CONSULTANT 3.1 CONSULTANT represents and warrants that it has the expertise and professional qualifications to fugnish or cause to be furnished the Services. CONSULTANT further represents and warrants that the program director and every individual, including any consultant charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Program will be executed by them or under their supervision. CONSULTANT will furnish to CITY~for approval, prior to or during the execution of this Contract, a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Program. 3.3 CONSULTANT will assign a single program director to have supervisory responsibility for the performance, progress, and execution of the Program. The program director will represent CONSULTANT during the day-to-day work on the Program. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the program director, the appointment of a substitute program director will be subject to the prior written approval of the program manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Program; 980603 ~yn 0071421 2 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report immediately to the program manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the deliverables. 3.5 Any deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with two (2) copies of any documents which are a part of the ~deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a part of the deliverables, CONSULTANT will provide such additional copies and CITY wil! compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Program. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or consultant will be discharged immediately from further performance under this Contract on demand of the program manager. 3.9 In the execution of the Program, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the following Additiona! Services, not included under the Basic Services, if so authorized, in writing, by CITY: 980603 syn 0071421 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the ~Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described in Exhibit "A" to this Contract. 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. 3.12 CONSULTANT shall coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 3.13 CONSULTANT shall seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources. Unless deemed inappropriate by the program manager, CITY shall support CONSULTANT in its search of grants, funding, or other income by serving as a sponsoring agency, by providing letters of support, or by rendering advice on application for grants. The receipt of such funds shall be reported as provided in paragraph 7.4. 3.14 CONSULTANT shall include an acknowledgment of CITY funding and Support in all appropriate publicity or publications regarding its programs and services using words to the effect that "services are provided in cooperation with the City of Palo Alto" or "through City of Palo Alto funding" as approved by the program manager. 3.15 Throughout the term of this Contract, CONSULTANT shall remain an independent, nonprofit corporation under the laws of California governed solely by a Board of Directors, with up-to-date bylaws. CONSULTANT shall operate by its Bylaws. Any changes in CONSULTANT’s Articles of Incorporation, Bylaws, or tax-exempt status shall be reported by CONSULTANT immediately to the Program Manager. No member of the Board of Directors of CONSULTANT shall be a paid employee, agent, servant, or subcontractor of CONSULTANT under this contract during all or any 980603 syn 0071421 4 part of his or her tenure as a~member of the Board of Directors of CONSULTANT. 3.16 The Board of Directors of CONSULTANT shall include representation from the broadest possible cross section of the community including: those with expertise and interest in CONSULTANT’s services, representatives from community organizations, and users of CONSULTANT’s services. 3.17 All meetings of the Board of Directors of CONSULTANT shall be open to the public, except meetings, or portions thereof, dealing with personnel or litigation matters. 3.18 CONSULTANT shall keep minutes of all regular and special meetings of its Board of Directors. SECTION 4. DUTIES OF CITy 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its requirements applicable to the Program as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. The Administrator for the Office of Human Services is designated as the program manager for the city manager. The program manager will supervise the performance, progress, and execution of the Program, and will be assisted by the Management Assistant for the Office of Human services. 4.4 In the event CITY should determine from any identifiable source, including but not limited to reports submitted by CONSULTANT under this contract or any evaluation report from any identifiable source, that there is a condition which requires correction, CITY may forward to CONSULTANT requests for corrective action. Such requests shall indicate the nature of the issue or issues which are to be reviewed to determine ~the need for corrective action and may include a recommendation as to appropriate corrective action. Within thirty (30) days of CITY’s request, CONSULTANT shall submit its response, which shall include its views of the problem and proposed action, if any. Upon request 980603 syn 0071421 of either party, the parties s-hall meet to discuss any such request and response within the thirty-day period specified. SECTIQN. 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Basic Services, :including any authorized reimbursable expenses, CITY wil! pay CONSULTANT a fee not to exceed Seventy-One Thousand Forty-One Dollars ($71,041). The amount of compensation will be calculated in accordance with the schedule set forth in Exhibit "B". On the billing form provided by CITY, CONSULTANT shall submit a bill by the fifteenth (15th) working day of the following month for services provided under this Contract during the preceding month. The bill shall specify actual expenditures directly related to this Contract as follows, in accordance with Exhibit "B". The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 The full payment of charges for extra work or changes, or both, in the execution of the Program will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the program manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties wil! agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.4 Direct personnel expense of employees assigned to the execution of the Program by CONSULTANT will include only the work and other documents pertaining to the Program, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made in quarterly progress .payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in 9[~0604 syn 0071421 6 Exhibit "B", or within thirty (30) days of submission. Final payment will be made by CITY after CONSULTANT has submitted all deliverables, including, without limitation, reports which have been approved by the program manager. 5.2.2 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 6.PROGPIAM RECORDS Upon reasonable notice, CONSULTANT shall grant the program manager access to all CONSULTANT records, data, statements, and reports, which pertain to this Program. CONSULTANT shal! grant access to any confidential or clinical records of personnel and clients which tend to identify specific individuals to the CITY, for the sole purpose of program auditing processes. CONSULTANT shall secure appropriate personnel and client authorization forms from the appropriate sources necessary to allow the audit to occur. SECTION 7.ACCOUNTING, AUDITS, OWNERSHIP..QF RECQRD$ 7.1 CONSULTANT shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of CONSULTANT, including the receipt and disbursement of CONSULTANT funds. 7.2. CONSULTANT shall appoint from its Board a treasurer who shall review and by signature approve all receipts, disbursements and bank account balances. 7.3 Records of the. direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Program will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 7.4 Annual financial expense and revenue summary sheets shall be submitted to CITY by CONSULTANT. 7.5 CONSULTANT shall provide for independent audit of its fiscal year transactions, records, and financial reports at least every two (2) years. The certified public accountant shall submit the report to both parties. The cost of this audit shall be borne by CONSULTANT. 7.6 The originals of the deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether 980604 syn 0(}71.421 the Program is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered tb CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared~ hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTIQN 8, INDEMNITY 8.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. SECTION 9. WAIVERS 9.1 The waiver by either party of any breach or violation of .any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 9.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTIQN I0,INSURANCE I0.i CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 10.2 All insurance coverage required hereunder will be provided through carriers with B__~t’s Key Rating Guid~ ratings of A:X or higher which are admitted to transact insurance business in 980603 ~yn 0071421 the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 10.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 10.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies ofinsurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION II.. WORKERS’ COMPENSATION ii.i CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Program. PROGRAM SECTION 12 TERMINATION .OR SUSPENSION OF CONTRACT OR 12.1 The city manager may suspend the execution of the Program, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 9~0603 syn 007|421 9 12.2 CONSULTANT may terminate this Contract or suspend its execution of the Program by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Program. 12.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and deliverables received and approved prior to receipt of Written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Program is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise of her discretion. 12.4 In the event of termination of this Contract or suspension of work on the Program by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 12.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 12.4.2 For~ approved items of services on ~which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 12.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 12.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediatelY any and all copies of the deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 12.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same 980603 sy. 0071421 10 are called for under this Coniract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 13. ASSIGNMENT 13.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 14.NOTICES 14.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Copy to:Office of Human Services City of Palo Alto 400 Middlefield Road, T2 Palo Alto, CA 94303 To CONSULTANT: Attention of the program director at the address of CONSULTANT recited above SECTION 15.CONFLICT OF INTEREST 15.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 15.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 980603 syn 0071421 11 SECTION 16.NQNDI$CRIMINATIQN 16.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employmenti.including completing the requisite form furnished by CITY and set forth in Exhibit "D". 16.2 CONSULTANT agrees that each contract for services from independent~providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 16.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair. Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, .or both. Only -a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 16.4 If CONSULTANT is found in default .of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. $ECTION 17.MISCELLANEOUS PROVISIQN$ 17.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with 980603 syn 0071421 12 Disabilities Act of 1990, an~ the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 17.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered .in any court having jurisdiction thereof. 17.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 17.4 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 17.6 This document represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 17.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 17.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 17.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 17.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 980603 syn 0071421 13 17.11 Th=s Contract Ray be executeJ in any number counterparts, ea:h o= which will be an original, but all of ’°~.0--c~ ~,.~e one and the same ins~ =together will consti"’,"~um~nt. 17.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Munic~D~l Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year< or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for~ this Contract are no longer available. This Section 17.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Community Services Director of Admin. Services Mayo r Taxpayer’s I.D. No. 51-0192551 APPROVED AS TO CONTENT: Purchasing/Insurance Review Administrator, Office of Human Services Attachments : EXHIBIT "A": EXHIBIT "B": EXHIBIT "C" : EXHIBIT "D": SCOPE OF PROGPJhM SERVICES &TIME SCHEDULE CONTRACT BUDGET INSU~hNCE NONDISCRIMINATION COMPLIANCE FO~4 980603 ~yn 0071421 14 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) COU~;TY OF ) On ~ ;I~ lqq~" , before me, the undersigned, aNotary Public~n and for said County and State, personally appeared , personally known to me____or proved to me on the basis of satisfactory evidence to be the person(]~i whose name(~) is/aAWe subscribed to the within instrument and acknowledged to me that h~/she/tb2~y executed the same in b~/her/the>f~r authorized capacity(i~), and that by b~/her/the~ir signature(~ on the instrument the person(~k, or the entity upon behalf of which the person(m) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary 9~0003 ~yn 007|421 15 EXHIBIT "A" ADOLESCENT COUNSELING SERVICES, INC. On-Campus Counseling Program 1998-99 SCOPE OF PROGRAM SERVICES SERVICES: CONSULTANT shall provide an On-Campus Counseling Program to make crisis intervention and direct counseling services easily available to middle and high school students and family members. CONSULTANT shall provide a Community Counseling Program to coordinate on-site services, referral services and crisis counseling. CONSULTANT will serve 600 Palo Alto residents through the On-Campus Counseling and Community Counseling Programs. GOALS: To effectively address the emotional and developmental needs of adolescents and their families in a changing society. To preventand/or decrease the incidence of drug and alcohol use, suicides, school drop out rates, and symptoms related to stress. To increase students’ chances for academic success. To increase outreach services to Latino youth and families. To decrease the isolation that families feel. ON-CAMPUS COUNSELING PROGRAM OBJECTIVES: Provide crisis intervention and direct counseling services at four (4) secondary schools in Palo Alto. Services shall be. provided at Palo Alto High School, Gunn High School, Jane Lathrop Stanford Middle School, and Jordon Middle School. Provide three (3) licensed, experienced mental health professionals as program directors. Provide a bilingual/bicultural Latino Outreach Counselor to perform direct counseling and liaison work at the two high school sites and in the community. Recruit, train, and supervise 13 to 15 graduate-level or postgraduate counseling interns in the fields of Social Work, Psychology, or Marriage, Family and Child Counseling to work 20 hours per week at the four school sites. 4.Provide individual, group and family counseling to 575 students and family members. 5.Provide 1,900 individual or family counseling sessions. Provide 200 group counseling sessions. Group sessions shall be facilitated by txvo agency interns, or by one agency intern and one school staff member or one licensed professional. Provide individual or group crisis intervention within the four secondary schools, working closely with school guidance staff and administrators to respond to needs on each campus Page Two Adolescent Counseling Services, Inc. Exhibit "A" 10. 11. in a timely and appropriate way. Continue to expand outreach and services to Latino and other emerging populations. The Latino Outreach Counselor will reach 125 or more Latino students and family members, through individual and group counseling for students, and after-school workshops for parents. Provide referrals to appropriate community services including recreation, employment training and placement, and mentoring. Achieve a 50 percent return on surveys to measure the impact of the program on clients’ behavior. A copy of survey results shall be submitted to the Office of Human Services. a) Fifty percent of the student participants will maintain or improve their grades; b) Fifty percent of the student participants will acquire and maintain the ability to resolve problems with family members; c) Seventy-five percent of the parent participants will report that counseling for their child was helpful or very helpful. The agency program directors shall regularly attend meetings with human service staff at all four school sites in order to discuss the needs of individual students, as well as issues affecting the campus as a whole. COMMUNITY COUNSELING PROGRAM OBJECTIVES: Provide two (2) licensed mental health professionals at Gunn and Palo Alto High Schools to coordinate on-site services, referral services and crisis counseling. Maintain office space and provide necessary resources to maximize the ability to provide for direct crisis counseling and referral of students. Provide direct crisis counseling services to 75 students and parents at each high school (150 total). Provide prevention and early intervention services on campus through site-based individual, family, and support group counseling sessions to 200 students and parents at each high school (400 total). Facilitate the identification and referral of 30 students at each high school to appropriate community mental health providers (60 total). Page Three Adolescent Counseling Services, Inc. Exhibit "A" The City of Palo Alto Office of Human Services requires mention of its name in all materials which list or ac "knowledge donors and in any public announcements of publicity regarding the funded programs. QUARTERLY REPORTS: CONSULTANT shall provide quarterly activity reports relating to this Scope of Services for the periods ending September 30, 1998, December 31, 1998, March 31, 1999, and June 30, 1999, within fifteen days after these dates. Each report shall cover the preceding quarter and other such information as the Program Manager may request. The final report shall focus on the preceding quarter, but also shall pro’~ide information on contract services for the entire year. Each report shall be prepared in the form agreed upon by the Program Manager and the CONSULTANT. AMERICAN WITH DISABILITIES ACT: CONSULTANT shall comply with the Americans with Disabilities Act (ADA) of 1990. EXHIBIT "B" ADOLESCEN~r COUNSELING SERVICES, INC. On-Campus Counseling Program 1998-1999 CONTRACT BUDGET Description of Expenses ISalaries Benefits iPayr011 Taxes .... Insurance Audit/Professional Fees [Rent/OccupancY Utilities IPhone Postage Consultants/Staff I Development/Con ferences [Travel iOffice Supplies [Computer Hardware/Software Eqt, ipment Maintenance(Repair i Depreciation Direct Services Publicati0ns/Printing/Advertising IMiscellaneous ITOTAL Total Projected Program Budget 205,951.00 12,000.00 10,649.00 234.00 3,555.00 4,089.00 1,965.00 532.00 187.00 1,400.00 2,266.00 169.00 3,414.00 1 92.001 $246,503.00i Contract Budget!General Funds 63,867.00 2,913.00 2,888.00!, 299.00 247.00 786.00 i 41.00 i $71,041.00 ! france by Allied Brokers-I Cowper Street Alto CA 94301 l-i~l~l~,ll 1 IIN,..~ur~P~l’~-,~.,.~ Exhibit C I of THISCERTIF~CATE~SIS~U~DASAMA~I~r ~r~m~,~ ONLY ANO CONFERS NO RIGHTS UPON THE CERT=FICATE HOLDER. THiS CERTIFICATE DOES NOT AMEND. ~TEND OR ALTER THE COVE~GE AFFORDED BY THE POODLES BELOW. COMPANIES AFFORDING DOVE.DE First National Insurance Co. Philadelphia Znsurance Co. COMPANY Adolescen~ Coun=eli~.g C 4000 ~{iddle~leld Rd.F-H ! CO,’,tp,,uw Palo Al~O CA 94303 ~ D ~O~CATEO, NO~,v~ET~NOINO ~ REQU~REME,~T. TERM 0~ CONDITION C~ ~NY C0NT~ ~R OTHER COCUME~T W~ RESPECT TC w~.~ T.~IS A~.L OWNED ~TOS SCHEDUf,,,E0 ~UTOS HIRED AU70~ NON.OWNE~ AUTOS £.X C ES.,~ CP77747995D 07101/97 0710119~ 7754479 07101197 07101198 C0:,t6:,NE~, $=N~L.= U,~T $ 1, 0 0 0, 0 0 0 O~’FICER,.~ ARE ~XC’. ~ O’i’HER Directors 04/27/97 04/27/98 Limit $i,000,000 Retention,$5,000 ~RTZ~ICAT~ ROL~E~ IS NAD~D AS ~ ADDZTI0~AL ~NS~RED UNDER TFEE POLZCY(323-3803 Add,~io~al insured CG~026 (!1/85) a~a=h~d. Certificau~~ued 8/13/97 reissued. :’[IFICATE HOLDER CTT~ O? PALO ALTO & PALO ALTO UNZFZED SCHOOL DTST P O ~OX 10250 PALO ALTO CA 94303 )RD 25.~, (It95) C.~TZPAL CANCELLATI, ON ~Pt~TION "=ATE THEREOF, ~d~ ISSJtN~ :CMPANY V~LL ~NO~VOR TO DAYS ~EN NONCE TO THE CER~R~ATE MC~ N~D TO THE ~ ACORD CORPO~TIO~988 TQT,:_ :. _cp_ Rp. CERTIFICATE 501(c) Insurance Services, Inc ’280 Second Street, suite 220 Los Altos CA 94022 Dennis Costa OF Exhibit C 2SRLIABILITY INSU RANCE csooo-, THIS CERTIFICATE IS ISSUED AS A MA’I-rER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE A TIG Premie~ Insurance COMPAhY B C COMPANY D :~hone No 800-442-4867 F~,~ No. 800-449-8563 .NSURED Adolescent Counseling Services Sue Barkhurst 4000 Middlefield Rd., FH Palo Alto CA 94303 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURt~D NAMED AEO’v’E FOR THE POLICY PERIOD INDICATED. NOT’WITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER (~OCUMENT WITH RESPECT TO ’hHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFOROED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. E×CLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE ’ POLICY EXPIRATIONCOTYPE OF INSURANCE POLICY NUMBERLTR DATE (MM/OD/YY) DATE (MM;DD/YY) GENERAL LIABILITY ’ COMMERCI’AL GENERAL LIABILITY i CLAIMS MADE ;, OCCUR . OWNER’S & CONTRACTOR’S PROT ’ AUTOMOBILE LIABILITY ’ ANY AUTO ~ ALL OWNED AUTOS I SCHEDULED AUTOS HIRED AUTOS , NON-OWNED AUTOS ’ GARAGE LIABILITY ’ ANY AUTO EXCESS LIABILrrY UMBRELLA FORM OTHER THAN UMERELL~ FORM WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY THE PROPRIETOPJ INCLPARTNERS.E/E.CUTIVE ~ OFFICERS APE ’ EXCL OTHER WCG80585691 o~/o1/9~ o~/oz/98 LIMITS GEhERAL AGGREGATE PRODUCTS ¯ COMP’OP AGG , PERSONAL & ADV INJURY ’. EACH OCCURRENCE FIRE DAMAGE (Any one fire) ’ MED F.<P (Any one netson) COMBINED SINGLE LIMIT : BOOILY INJURY(Per BODILY INJURY(Per ac:.¢em) PRD PERT’{’ DAMAGE AUTO ONLY ¯ EA ACCIDENT OTP’ER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE EACH OCCURRENCE AGGPEC, ATE ’;~C STATU-’OTH-X TORY LIMITS ER EL E.-’CH .~,CC;DENT $ ’1 , 0 0 0 , 0 0 0 ~; EL D~SEASE- POLICY LIMIT S l, 000, 000 ’ EL~ISEASE-EAEMPLOYEE $ l, 000, 000 :ESCRIPTION OF OPERATIONS,’LOCATIONS/VEHICLESISPECIAL ITEMS Revised - policy ntumbe: now listed. CERTIFICATE HOLDER City of Palo Alto ,Human Service Division Attn: David Martin 4000 Middlefield Rd. Palo Alto CA 94303 ACORD 25-S (1/95) CPADCS- CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 3 0 DAYS WRITrEN NOTICE TO THE. CERTIFICATE HOLOF.R NAMEO TO THE BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPA,~.,~TS AGENTS OR REPRES,~NTATIVES.AUTHORIZED REPRESENTAT,VE- " ~:)j.~A /~1 ,.,~ Dennis Costa ~J ~ "~ "~"" - ~- - ©ACORD CORPORATION 1988 Exhibit D PART III FORM 410 PROJECT TITLE: ON-CAMPUS COU’NSELING PROGRAM (~ertification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Firm: ADOLESCENT COUNSELING SERVICES, INC. Title of Officer Signing: !Signature:~_..- CONTRACT- NO. BETWEEN THE CITY OF PAJ~O ALTO ;~qD P~J~O ALTO CO~MI]NITY CHILD C~, INC. FOR CHILD C~ SUBSIDY PROGR~ This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and PALO ALTO COMMUNITY CHILD CARE, INC., a corporation duly organized and existing under the Nonprofit Corporation Law of the State of California, located at 3990 Ventura Court, Palo Alto, CA 94301 ("CONSULTANT") . .RECITALS : WHEREAS, CITY recognizes the continuing needs for child care services for all those persons who live in the City of Palo Alto; and WHEREAS, in response to the need for subsidized child care services, CITY desires to support the coordination and operation of a child care subsidy program; and WHEREAS, CONSULTANT’s services hereunder shall include the administration of a child care subsidy program (hereinafter the "Program") and the provision of subsidized child care services under the program at PALO ALTO COMMUNITY CHILD CARE CENTERS and CONSULTANT’S affiliate centers ("Affiliate. Centers"). The Program shall be provided in accordance with the specifications set forth in the document entitled "SUBSIDY PROGRAM SPECIFICATIONS," which is attached hereto as Exhibit "B" (with its Attachments 1-3) and made a part hereof by this reference. WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Program on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: ~.ECT.IQN i.TERM i.i This Contract will commence on July i, 1998 and will terminate on June 30, 1999, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Program tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Program is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This 980616 syn 0071426 provision w=il not preclude the recovery of damaces for delay caused by CQRRECT IONS SCOPE OF PRQgB/~< SERVICES; 2.1 The scope of Services constituting the Program will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, or the Program, either decreasing or increasing the amount of work required of CONSULTanT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. SECTION 3. CONSULTANT QUALIF.IqATIONS,STATUS,- .AND DUTIES QF 3.1 CONSULTANT represents andwarrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONSULTANT further represents and warrants that the program director and every individual, including any CONSULTANT, charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Program will be executed by them or under their supervision. 3.2 CONSULTANT shall establish and enforce adequate guidelines for the conduct of its agents, employees, and any subcontractors (Affiliate Centers) and for the participants in the Program. Selection of paid personnel who directly provide child care services for the Program shall be based upon criteria established by the CONSULTANT in consultation with the program manager, using as a minimum the standards for child care personnel contained in the general licensing requirements of Title 22 of the California Code of Regulations, as promulgated by the Department of Social Services Co~unity Care Licensing Division. 3.3 If any agent or .employee, subcontractor of CONSULTANT, or any agent or employee of its Affiliate Centers materially in:erferes with or inhibits the full performance of the services to be performed by CONSULTANT under this Contract, the 980616 syn 0071426 2 pregram manager shall notify CONSULTANT of such interference. CONSULTANT shall have thirty (30) days from the receipt of notice to ashieve compliance with the Agreement or a resolution satisfactory to the program manager. In the event the problem is not satisfactorily resolved within thirty (30) days after the service of such notice, CONSULTANT, upon receipt of demand from the program manager, shall discontinue its affiliation with the its Affiliate Centers in connection with the CITY-funded portions of the Program, and the program manager may suspend or terminate the funds to CONSULTANT for that particular segment of the Program; provided, however, due regard shall be given to the need for Program recipients to locate alternate forms of care’ for their children. CITY shall pay a reasonable amount of services rendered by CONSULTANT for that particular segment of the Program for a period not to exceed thirty (30) days from the date of suspension .or termination. 3.4 In the event of CONSULTANT’S termination of a subcontractor or termination of an affiliation with its Affiliate Centers, CONSULTANT shall notify the program manager of such termination. 3.5 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Program. 3.6 CONSULTANT will. assign a single program director to have supervisory responsibility for the performance, progress, and execution of the Program. The program director will represent CONSULTANT during the Program. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the program director, the CONSULTANT shall notify the program manager of such a change. 3.7 CONSULTANT represents and warrants that it will: 3.7.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Program; 3.7.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’S -performance of the Services; 3.7.3 At all times observe and comply with, and cause its employees and CONSULTANTS, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 980016 s.’,n 0071426 3 7 4 Employ those consultants, "~~’~-~". ¯" ~l~-_~ Centers, that are accredited and licensed child care centers, eligible accredited and licensed family child care homes and accredited child care centers that are legally exempt from licensure, which are affiliated with CONSULTANT, in CONSULTanT’S sole discretion, and which receive child care subsidy funds from CONSULTANT under the Program defined in Exhibit A; and 3.7.5 Report immediately to the program manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders,, and decrees mentioned above in relation to the deliverables. 3.8 Any deliverables given to, or prepared or assembled by, CONSULTANT or its CONSULTANTS, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its CONSULTANTS, if any, without the prior written approval of the city manager. 3.9 CONSULTANT Will provide CITY with two (2) copies of any documents which are a part of the deliverables upon their completion and acceptance by CITY. 3.10 If CITY requests additional copies of any documents which are a part of the deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.11 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Program. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which wil~ be responsible for their performance. 3.12 In the execution of the Program, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY.. 3.13 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the following Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.13.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.13.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 980616 sy. 0071426 4 3.13.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.13.4 Other Additional Services how or hereafter described in Exhibit "A" to this Contract. 3.14 CONSULTANT will be responsible for employing all CONSULTANTS deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of CONSULTANTS must be approved, in advance, by CIy.Y, in writing, and must remain acceptable to CITY during the term of this Contract. 3.15 CONSULTANT shall provide the Program according to the policies and operating principals set forth below: 3.15.1 Parents or guardians of children in th~ PROGRAM shall have the opportunity and be actively encouraged to choose the child care services that best meet their needs. 3.15.2 Inclusion of children in the Program with differing social, cultural, ethnic and economic backgrounds shall be actively encouraged. 3.15.3 CONSULTANT shall use its best efforts to serve the maximum number of children in all age categories under the Program. 3.15.4 Client payment of fees for services in the Program will be related to ability to pay, using as a guide CONSULTANT’s Family Fee Schedule included in this Contract as Attachment 1 to Exhibit B hereof. 3.15.5 General and income eligibility for participation in the Program as a recipient of child care subsidy funding shall be as set forth in Exhibit B hereof. 3.15.6 Payment for the program’s child care subsidy payments shall specify actual expenditures directly related to this Contract in accordance with Exhibit B. 3.15.7 CONSULTANT shall ensure that all CONSULTANT child care centers and all Affiliate Centersthat receive any subsidy funds under the Program use such funds for secular purposes only. CONSULTANT shall further ensure that all such child care centers refrain from offering religious instruction, worship or other religious activities while providing child care services, in accordance with the provisions of the California and United States Constitutions. 3.16 CONSULTANT shall coordinate its services with other existing organizations providing similar services in order to 980616 syn 0071426 5 [osier com~munity cooperation and to avoid unnecessary duplication of services. 3.17 CONSULTANT shall seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources. Unless deemed inappropriate by the Program Manager, City shall support CONSULTANT in its search of grants, funding, or other income by serving as a sponsoring agency, by providing letters of support, or by rendering advice on applications for grants. The receipt of such funds shall be reported as provided in paragraph 7.4 3.18 CONSULTANT shall include an acknowledgment of CITY funding and support in all appropriate publicity or publications regarding its programs and services using words to the effect that "services are provided in cooperation with the City of Palo Alto" or "through City of Palo alto funding" as approved by the program manager. 3.19 Said sites and facilities at which the services of the Program are offered shall conform to all federal, state and local laws and regulations regulating the use of said sites and facilities for child care services. 3.20 Throughout the .term of this contract, CONSULTANT shall remain an independent, nonprofit corporation under the laws of California governed solely by a Board of Directors, with up-to- date Bylaws. CONSULTANT shall operate by its Bylaws. Any changes in CONSULTANT’S Articles of Incorporation, Bylaws, or tax-exempt status shall be reported by CONSULTANT immediately to the program manager. No member of the Board of Directors of CONSULTANT shall be paid employee, agent, servant, or subcontractor of CONSULTANT under this contract during all or any part of his or her tenure as a member of the Board of. Directors of CONSULTANT. 3.21 The Board of Directors of~CONSULTANT shall include representation from the broadest possible cross section of the community including: those with expertise and interest in CONSULTANT’S services, representatives from ~community organizations, anduser of CONSULTANT’S services. 3.22 All meetings of the Board of Directors of CONSULTANT shall be open to the public, except meetings, or portions thereof, dealing with personnel or litigation matters. 3.23 CONSULTANT shall keep minutes of all regular and special meetings of its Board of Directors. SECTION 4. DUTIE$..OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its 980616 syn 0071426 6 requirements applicable to the Program as may be reasonably requested by CONSULT~[T. 4.2 The city manager will represent CITY for all purposes under this Contract. The Manager of Child Care and Family. Services for the Office of Human Services is designated as the program manager for the city manager. The program manager will supervise the performance, progress, and execution of the Program, and will be assisted by the Management Assistant for the Office of Human services. 4.3 In the event CITY should determine from any identifiable source, including but not limited to reports submitted by CONSULTANT under this contract or any evaluation report from any identifiable source, that there is a condition which requires correction, CITY may forward to CONSULTANT requests for corrective action. Such requests shall indicate the nature of the issue or issues which are to be reviewed to determine the need for corrective action and may include a recormmendation as to appropriate corrective action. Within thirty (30) days of CITY’S request, CONSULTANT shall submit its response, which shall include its views of the problem and proposed action, if any. Upon request of either party, the parties shall meet to discuss any such request and response within the thirty-day period specified. SECTION 5.COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 CITY will pay CONSULTANT a fee not to exceed Three Hundred Eighty-One Thousand Seven Hundred Twenty-Four Dollars ($381,724). The amount of compensation will be calculated in accordance with the schedule set forth in Exhibit "C". On the billing form provided~by CITY, CONSULTANT shall submit a bill by the fifteenth (15th) working day of the following, month for services provided under this Contract during the preceding month. The bill shall specify actual expenditures directly related to this Contract as follows, in accordance with Exhibit "U". The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 The amount of compensation set forth in Exhibit "C" will be billed as follows: Billing for the Program’s child care subsidy payments set forth in Exhibit "C" shall not exceed Two Hundred Ninety-Seven Thousand Fifty-One Dollars ($297,051) for the term of this Contract. Billing shall specify reimbursable expenses in terms of contract-subsidized hours served during the previous month multiplied by the actual subsidy cost/child hour. Billing for the administration of the Program shall not exceed Eighty-Four Thousand Six Hundred Seventy-Three Dollars ($84,673) for the term 980616 syn 0071426 of th~s Contract, billed to indicate actual expenditures. The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this contract, unless and until CONSULTanT gives CITY thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.1.3 Notwithstanding the foregoing limitations, the City Manager shall have the authority to approve pa}~ents by the CITY to CONSULTANT under this contract in advance of CONSULTANT’s incurred expenditures. Provided, however, that: (I) any request by CONSULTANT for such advance payment must be made during the months of July, August or September during the term of this contract; (ii) such advance payment must be made from the central administration fund; and (iii) CONSULTANT’S need for such advance payment shall be supported to the satisfaction of the CITY’S Director of Administrative Services. Provided further, however, that total advance payment under this contract may not exceed Fifty Thousand Dollars(S50,000) and total maximum compensation under this Contract shall not exceed Three Hundred Eighty-One Thousand Seven Hundred Twenty-Four Dollars ($381,724) as set forth in paragraph 5.1.1 hereof. 5.1.4 CONSULTANT shall ensure that the total cost of services, including user fees, billed by Affiliate Centers to CONSULTANT for participants in the Program shall not exceed the cost of similar services paid by full fee parents or users of the Affiliate Centers. 5.1.5 CONSULTANT shall not charge Program recipients any child care fees in excess of those fees set forth in Attachments i, 2 and 3 of Exhibit B hereof. CITY’S payment under this Contract to CONSULTANT for services under the Program rendered by Palo Alto Community Child Care Centers or Affiliate Centers shall also not exceed the fees set forth in Attachments i, 2 and 3 of Exhibit B, less the amount of any parent contribution paid when required by the Family Fee Schedule set forth in Attachment 1 to Exhibit B. 5.1.6 All property donated to CONSULTANT shall be presumed donated to CONSULTANT, unless specified otherwise. 5.1.7 Upon termination of the Program, all equipment and other property purchased with CITY funds not directly on loan from CITY may be disposed of with prior approval of the CITY, by CONSULTANT to community nonprofit organizations providing children’s services. If any property purchased with CITY funds is not disposed~of within a reasonable period of time, not to exceed three months, the property, or reasonable value therefor, shall be turned over by CONSULTANT to CITY immediately, and the same shall become ~the permanent property of CITY. 980616 ~,yt~ 0071426 8 5.1.8 The full pa~.ent of charges for extra work or changes, or both, in the execution of the Program w=il be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the program manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTanT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’S errors, omissions, or oversights. 5.1.9 Direct personnel expense of employees assigned to the execution of the Program by CONSULTANT will include only the work and other documents pertaining to the Program, and in services rendered, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Administration of the Program will be made in monthly payment in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "C", or within thirty (30) days of submission. Payment for the Program’s child care subsidy payments shall specify actual expenditures directly related to this Contract as follows, in accordance with Exhibit "B:" Final payment will be made by CITY after CONSULTANT has submitted all deliverables, including, without limitation, reports which have been approved by the program manager. SECTIOn. 6.PROGRILM RECORDS Upon reasonable notice, CONSULTANT shall grant the program manager access to all CONSULTkNT records, data, statements, and reports, which pertain to this Program. CONSULTANT shall grant access to any confidential or clinical records of personnel and clients which tend to identify specific individuals to the CITY, for the sole purpose of program auditing processes. CONSULTANT shall secure appropriate~personnel and client authorization forms from the appropriate sources necessary to allow the audit to occur. SECTION 7.ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 7.1 CONSULTanT shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of CONSULTANT, including the receipt and disbursement of CONSULTANT funds. 980616 sy. 0071426 9 7.2. C©NSULT~;T shall-appoint from its Board a treasurer who shall review the Financial Statements of CONSULTANT on a regular basis. 7.3 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Program will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and fo~ three (3) years following the expiration or earlier termination of this Contract.. 7.4 Quarterly financial expense and revenue summary sheets including information about any Ventura School rental revenue, shall be submitted to CONSULTANT on a quarter basis to the CITY’s Office of Human Services by CONSULTANT. 7.5 CONSULTANT shal! provide for independent audit of its fisca! year transactions, records, and financial reports at least every two (2) years. The certified public accountant shall submit the report to both parties. The cost of this audit shall be borne by CONSULTANT. 7.6 The originals of the deliverables, if any, prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Program is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 8.INDEMNITY 8.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, CONSULTANTS’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under, this Contract, and the provision of child care services by CONSULTANT, its employees, agents, or subcontractors, or by the CONSULTANT affilLate centers, whether or not such services are paid for with administration or subsidy funds under this contract. 980616 syn 0071426 10 SECTION 9.WAIVERS 9.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract. or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation- by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 9.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION.. I0. ,, INSURANCE i0.i CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its CONSULTANTS, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’.s performance under this Contract. 10.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and al! CONSULTANTS of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above, whether or not such services are paid for with administration or subsidy funds under this Contract. CONSULTANT shall also be responsible to ensure that all CONSULTANT Affiliate Centers and any subcontractors obtain and maintain in full force and effect throughout the entire term of this contract. 10.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on 980616 ~yn 0071426 11 file at all times during the term of this Contrast w=th the city clerk. 10.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTanT’s liability hereunder nor to fulfill the indemnification provisicns of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION Ii. WORKERS’ COMPENSATION II.i CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Program. PROGRAM SECTION 12 -TERMINATION OR SUSPENSION OF CONTRACT OR 12.1 The city manager may suspend the execution of the Program, in whole or in part, or terminate this Contract, with or without¯ cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 12.2 CONSULTANT may terminate this Contract or suspend its execution of the Program by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Program. 12.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Program is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to 980616 syn 0071426 12 C]7"f, as such determination may be made by the city manager in the reasonable exercise of her discretion. 12.4 In the event of termination of this Contract by the C]I<Y, CONSULTanT shall forthwith close CITY-funded portions of the Program; provided, however, due regard shall be given to the need for Program recipients to locate alternate forms of care for their children. CITY shall pay a reasonable amount for services rendered by CONSULTANT while closing CITY-funded portions of the Program for & period not to exceed thirty (30) days from the date of any termination. : 12.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized.under this Contract. 12.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 12.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 12.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the deliverables, whether or not completed, prepared by CONSULTANT or its CONSULTANTS, if any, or given to CONSULTANT or its CONSULTANTS, if any, in connection with this Contract. Such materials will become the property of CITY. 12.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTIQN 13.ASSIGNMENT 13.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. 13 SECTION 14. NOTICES 14.1 All notices hereunder will be given, in-writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Copy to:Office of Human Services City of Palo Alto 400 Middlefield Road, T2 Palo Alto, CA 94303 To CONSULTANT: Attention of the program director at the address of CONSULTANT recited above SECTION 15.CONFLICT OF INTEREST 15.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect,financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 15.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons who are officials, officers or employees of CITY having such an interest mentioned above without divulgence of such fact to CITY. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 16. NONDISCRIMINATION 16.1 As set forth in the PaSo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract iS, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "E" 980616 sya 0071426 14 16.2 CONSULTanT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance withall Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 16.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 16.4 If CONSULTANT is found in default of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 17.MISCELLANEOUS PROVISIONS 17.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 17.2 Upo~ the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 980016 syn 0071426 15 a .......s~ru_d in17.3 This Contract wfll be governed by -~ accordance with the laws of the State of California,~.,~udlng its conflicts of law. 17.4 In the event that an action is brought, the parties agree that trial of such action will be vested, exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 17.6 This document represents the entire and integrated Contra~t between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be ~mended only by a written instrument, which is signed by the parties. 17.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 17.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTS, as the case may be, of the parties. 17.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 17.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 17.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 17.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo A!to Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time wi<hin a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 17.12 will take precedence in the event of 980616 syn 0071426 16 a conflict with any other covenant, term, condition, cr provision of this Contract. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Community Services Mayor PALO ALTO COMMUNITY CHILD CARE, INC. Taxpayer’s I.D. No.94-2242823 APPROVED AS TO CONTENT: Director of Admin. Serv£ces Purchasing/Insurance Review A~ministrator Office of Human Services Manager of Child Care & Family Services Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C" : EXHIBIT "D" : EXHIBIT ~’E": SCOPE OF PROGRAM SERVICES & TIME SCHEDULE SUBSIDY PROGRAM SPECIFICATIONS WITH ATTACHI!ENTS 1 &2 BUDGET INSURANCE NONDISCRIMINATION COMPLIANCE FO~{ 980616 syn 00714"-6 17 CERTIFICATE OF ACKNOWLEDGMENT Civil Code § 1189 STATE OF ~) ) ss. COUNTY OF ) On ~ ~, /~9~’,.-before me, the undersigned, a Notary Publ iic"’~ for laid County and State, personally appeared e~/~uU~Ov~~ , personally known tom e8 to me ~n the basis of satisfactory evidence to be the~ per~-’~on(~4_ whose name(~ is/a~ subscribed to the within instrument and acknowledged to me that ~she/th~y executed the same in h~sdher/thg)Ir authorized capacity(Y), and that by hi~/her/tb~r signature(~4 on the instrument the person(~<~ or the entity upon behalf of which the person(~%t acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary 980616 syn 0071426 18 EXHIBIT A PALO ALTO COMMUNITY CHILD CARE (PACCC)~ 1998-1999 SCOPE OF SERVICES MISSION: To provide families \vith subsidies to acquire quality child care services. These child care services will enable parents to work or attend school and provide for their families, as well as to support their children’s developmental needs. SERVICES: Under the Agreement, PACCC shall administer, in a cost-effective manner, a child care subsidy program (the "Program") as described in the Subsidy Program Specifications set forth in Exhibit B to this Agreement. Approximately sixty (60) children shall be provided subsidized child care through the Program at PACCC child care centers and at PACCC Affiliate Centers (as defined in this Agreement). Subsidized child care services shall be provided during those time periods when both parents or legal guardians are employed, seeking employment, students, incapable of providing care due to disability, or when the child is referred to the Program by the Child Protective Services (CPS) Division of the California Department of Social Services. Effective July 1, 1996 school a.ge child care subsidy funds will only be made available to students enrolled in Kindergarten through the completion of grade five. PROGRAM GOALS - CHILD CARE SUBSIDY PROGRAM: To increase the number of affiliate providers participating in the subsidy program including family child care providers, thereby increasing parental choice; To maximize the use of child care subsidy funds administered by other sources such as the Santa Clara County Community Coordinated Child Development Council (4C’s) and Choices for Children; and 3.To maximize the number of children served in the Subsidy Program in all age categories. PROGRAM GOALS -CHILD CARE OUTREACH PROGRAM: To increase child care-related referral serwices by collaborating with other agencies serving both local child care providers and families who live or work in Palo Alto; To continue the expansion of the on-line community and child care provider information located at the PACCC web site; To continue to maintain a usable data base of child care and community service information and distribute the information to the community through such organizations as schools, religious groups, neighborhood associations and neighborhood watch programs; and Page Two Pah~ Alto Communi~’ Child Care Exhibit A To provide workshops and trainings for child care providers and parents it~ the community on topics related to child development and child care issues. METHODS -CHILD CARE SUBSIDY PROGRAM: 1.Notify all families with children attending Palo Alto Unified School District ("PAUSD") through the Tinsley Agreement of their eligibility for subsidy funds under the Subsidy Program; Recertify each affiliate center annually and maintain a file for each affiliate provider. The file shall contain the provider’s current operating license, copies of all licensing reports issued by the Community Care Licensing Division of the California Department of Social Services, proof of insurance, current fee schedule, calendar of days open. documentation of accreditation status, and a completed statement of non-discrimination on forms provided by the City; Comply with Program Specifications .(Exhibit B) and PACCC Operating Procedures in administering the Subsidy Program; Submit quarterly reports to the City Child Care and Family Services Manager as required under SERVICES section of this Exhibit A, for the periods ending September 30, 1998, December 31, 1998, March 31, 1999, and June 30, 1999 within fifteen (15) days after these dates.; Provide quarterly financial reports, including all agency revenue and expenditures as required under Section 7.4 of this contract; Coordinate with the City Child Care and Family Services Manager to conduct an annua! Program evaluation; o Establish and maintain a ranked waiting list for participation in the Program, based upon income level, using established priorities as specified in Exhibit B only when two applicants are at the same income level; and o Continue to collaborate xvith other child care and family se~’ice agencies to investigate alternative child care subsidy programs during the certification and re-certification process. METHODS - CHILD CARE OUTREACH PROGRAM: Survey child care providers to ascertain interest in becoming an affiliate program; Maintain and distribute guides for parents seeking child care resources.; Page Three Palo Alto Community Child Care Exhibit A 3.Develop bilingual resource materials for the PACCC Resource Room and Lending Library; Maintain and update web pages for Palo Alto child care providers and other child care professionals; Survey child care providers to ascertain topics of interest for workshops and hire trainers to present workshops that meet those interests; and Produce and distribute a child care subsidy guide which provides information on the City subsidy program and other child care subsidy resources in Santa Clara County. ACKNOWLEDGMENT OF CITY FUNDING: PACCC shall include an ac "knowledgment of City funding and support in all appropriate publicity or publications regarding the PROGRAM, using words to the effect that "subsidized child care services are provided through City of Palo Alto funding," or as otherwise approved by the Project Manager. REPORTS: Contractor shall provide activity reports relating to this Scope of Services for the periods ending September 30, 1998, December 31, 1998, March 31, 1999, and June 30, 1999, within fifteen days after these dates. Each report shall cover the preceding period, and other such information as the Project Manager may request. The final report shall focus on the final four months, but also shall provide information on contract services for the entire term. Each report shall be prepared in the form agreed upon by the Project Manager and the Contractor. AMERICANS WITH DISABILITIES ACT: Contractor shall comply with the Americans with Disabilities Act (ADA) of 1990. EXHIBIT B PALO ALTO COMMUNITY CHILD CARE (PACCC) 1998-99 SUBSIDY PROGRAM SPECIFICATIONS SERVICES: PACCC shall centrally administer and manage City funds to provide child care subsidies for families with low income and very low incomes, who are eligible based on and in accordance with the City-approved 1998-99 Family Fee Schedule attached hereto as "Attachment 1" and incorporated herein by this reference (the "Program"). The approval of at least two (2) members of PACCC management for the granting of child care subsidy under the Program must be obtained for each recipient. A centralized waiting list for the Program shall be maintained in the PACCC administrative office by the PACCC Outreach Coordinator. Subsidized child care under the Program may be provided at PACCC child care centers and PACCC Affiliate centers. Fees charged at PACCC child care centers shall be as set forth in "Attachment 2" to this Exhibit B which is attached hereto and incorporated herein by this reference. Subsidized child care services shall be provided during those time periods when both parents or legal guardians are employed, seeking employment, students, incapable of providing care due to disability, or when the child is referred to the Program by the Child Protective Services (CPS) Division of the California Department of Social Services. General Eligibility for Use of Program Subsidy Funds: Only the following children are eligible for City subsidized child care services: a) Children whose parent or legal guardian is a resident of the City of Palo Alto b) Children whose parent or legal guardian is employed by the City of Palo Alto c) Children attending the Palo Alto Unified School District ("PAUSD") through the Voluntary Transfer Program pursuant to the Tinsley Settlement Order in San Mateo County, Superior Court Case No. 206010 (the "Tinsley Agreement") d) Homeless children referred in writing by a local social service agency or shelter Effective July 1, 1996, school age child care subsidy funds will only be made available to students enrolled in Kindergarten through the completion of grade five. Non-Eligible Parties: PACCC employees are not eligible for the City subsidy as of July 1, 1992. Documentation of Residency Requirement for City Subsidy Eligibility: Verification of general eligibility for child care subsidy under the Program must include one or more of the following as applicable: a)Utility bill from past month establishing Palo Alto residence b)City of Palo Alto pay stub establishing employment by the City Page Two Palo Alto CommuniD’ Child Care Exhibit B c) d) e) Documentation of Tinsley Agreement participation by establishing attendance at PAUSD under the program Documentation from a local emergency shelter or agency serving victims of domestic violence accompanied by verification of residency in Palo Alto within the past year Documentation of homeless status by a local social service agency or shelter. Verification of Income Eligibility for City Subsidy: Verification of income eligibility for child care subsidy under the Program must include one or more of the following documents establishing gross monthly income level of recipient family: a) b) c) d) e) Copies of two (2) latest wage stubs Unemployment Insurance Benefit (UIB) award letter Federal tax filing information for last two (2) years if self-employed Notice of Action (NOA) letter from social service agency if receiving public assistance Registration verification from school or training program signed by appropriate school personnel Adjusted Gross Monthly Income for Families with Severe Disabilities: Families that have a member with a severe disability requiring non-reimbursable medical expenses are eligible for a subsidized rate that takes into account these expenses. A severe disability is defined as those conditions which are catastrophic (violent or sudden in nature with extreme consequences), long-term (occurring or involving a long period of time of hardship and suffering), or terminal (leading ultimately to death). The following documentation is required: a) A written letter from a medical physician detailing the nature of and severity of the disability and; b)Formal documentation substantiating that the expenses are directly related to the disability (a verifiable statement of non-reimbursable medical expenses). For families that qualify under these guidelines, the medical expenses directly related to the stated disability will be deducted from the gross monthly income as calculated in accordance with the 1998-99 Family Fee Schedule. Families will be given "credit" for their medical expenses and their hourly contribution will be reduced by ten "steps" on the 1998-99 Family Fee Schedule. Families that qualify for an adjusted parent hourly contribution based on disability related expenses may earn up to 100% of the Santa Clara County median income but must meet all other requirements related to initial eligibility and continued eligibility based on semi-annual recertifications. Page Three Palo Alto Communi~° Child Care Exhibit B Parents in Training: Students must be attending school or working toward a recognized vocational goal as documented on forms signed by the Registrar. When appropriate, documentation of a passing grade will be required during the recertification process in order to document satisfactory progress. Parents Seeking Employment: Parents are eligible for sixty (60) working days of child care per fiscal year to seek employment if their employment or training period ends. Documentation and verification of job search and interviews will be required during recertification. Parents Employed by Temporary Work Agency: Parents employed by a temporary work agency ("temp") are eligible for child care subsidy. The parent will be required to submit the following documentation verifying that he or she is employed by the agency and accepting assignments as they are offered: a) An offer letter from the agency that states the hours the employee has requested work (e.g. part-time, 8:30am to 12:30pm) and the range of pay; b)A record of when the parent was offered an assignment, if it was accepted, the length of the assignment, the hours worked, and the rate of pay. The parent must submit the record to the Outreach Coordinator at the end of each month, along with pay stubs of wages earned for the month; c)The parent must sign a "Release of Information" form to have on file with the "temp" agency and the Outreach Coordinator. The Outreach Coordinator will contact the "temp" agency at the end of each month to verify the record of assignments submitted.by the parent. If the Outreach Coordinator determines that the parent is not accepting assignments on a consistent basis, the parent’s need for child care will be reassessed, and may result in termination of the child care subsidy. Teenage Parents: Teenage parents are eligible to receive subsidized child care services. The parent may be referred to the program by PAUSD as needing subsidized child care in order to remain in school. During the summer months, the parent must be enrolled in summer school or employed in order to continue to receive subsidized child care services. If the parent is not enrolled in school or employed during the summer months, he or she will be required to participate in the child care program for a minimum of 15 hours per week. The goal of this requirement is to assist the parent with parenting skills in a supportive environment. Priority for City-Subsidized Child Care Services: Priority shall be granted to families with the lowest gross monthly income in relation to family Page Four Palo Alto Communi~’ Child Care Exhibit B size as determined by the 1998-99 Family Fee Schedule. Eligible children who are referred to the Oty Subsidy Program through Child Protective Services (CPS) are exempt from the income eligibility requirement, PACCC shall maintain written documentation of such referrals. When applications are received from families with the same income, the priority list is as follows: 1) Recipients of child protective services (CPS) for children who are neglected or abused, or at risk of being neglected or abused, upon written referral from a legal, medical, or social service agency; or children who are victims of domestic violence who are referred in writing by a local social service agency or shelter 2)Families which are homeless or at risk of homelessness; residing in a transitional housing program or emergency shelter, upon written referral from a local social service agency 3)Children residing in a single-parent household Certification and Re-Certification: Each family receiving City subsidy must be required to recertify to PACCC twice annually to verify continued compliance with all of the eligibility criteria for the Program (general and income eligibility). PACCC shall twice annually review the City subsidy recipients’ files to ensure that the required updates of information have been provided. Change of Status Notification: Subsidy recipients under the Program shall be advised that, should their eligibility circumstances change (e.g. change of income, employment, residence) the clients must report that change within ten (10) days to the PACCC Outreach Coordinator. Transitional Child Care: When parents no longer qualify for a child care subsidy because their income exceeds eligibility limits, parents will continue to receive approximately three (3) months of transitional child care at the subsidized rate. Use of City Funds With Regard to Attendance: Families enrolled in the Program agree to use specific hours of care on specific days. Children must be signed in and out each day on an attendance sheet which is kept by the PACCC Center or the Affiliate Center to verify actual use. The City will not reimburse for hours used outside the agreed-upon contract hours. Consistent attendance is a condition of receiving subsidized child care. If it is determined that a child is excessively absent, the Outreach Coordinator will limit the child to twelve (12) "best interest days" per fiscal year and/or reassess the family’s need fo~: subsidized child care. Page Five Palo Alto Community Child Care Exhibit B Absences considered "best interest days" include a parent’s day off, parent’s vacation, school vacation, or a child’s visit with family members. Parents are required to record the reason for an absence on the attendance sheet. Children are allowed a maximum of ten (10) consecutive days of excused absence per month. ExcuSed absences include illness of the child, illness of the parent, or a family emergency. A child who has a long term incapacitation may be exempt from this policy. In this instance, written verification from a physician as to the nature of the incapacitation will be required. Children who receive child care subsidies under the Program who are absent for more than one (1) week consecutively without prior notification and documentation (excused absence forms) will be dropped from the program and must reapply for admittance. Reinstatement of the child care subsidy will be determined by the PACCC Executive Director and the Outreach Coordinator. Excuse forms may include an excuse slip signed by the parent, ~guardian, or appropriate doctor. Attendance anal City-Subsidy Administration Policies and Procedures: PACCC shall design and implement the use of standard forms to record and summarize the children’s attendance at all PACCC facilities and PACCC affiliate child care centers. PACCC administrative personnel shall periodically review the forms and record-keeping of attendance for propriety and completeness. Program administration policies and procedures shall also periodically be updated and enforced, consistent with the requirements of this Agreement. Guidelines for Affiliate Agency Use of City Subsidy Funds: PACCC shall ensure that the requirements described herein shall apply to all affiliate agencies that receive City funds administered through PACCC. PACCC shall oversee and monitor all of its affiliate contracts to ensure that compliance with this contract is maintained. Accreditation Requirement for All Child Care Program Receiving City Subsidy Program Funds: All PACCC and PACCC affiliates participating in the Program must be nationally accredited or actively pursuing accreditation through the National Association for the Education of Young Children (NAEYC), the National School Age Care Alliance (NSACA), or the National Association of Family Child Care (NAFCC). Programs that are not accredited must sign a Letter of Intent that indicates the child care program’s plan to complete the accreditation process within two (2) years. Exceptions may be made for programs that are affiliated with an umbrella organization that incorporates the principles of self-evaluation and high quality standards. Family Fee Schedule: The Family Fee Schedule may be adapted to reflect modifications in the low-income guidelines as defined by the federal Housing and Urban Development (HUD) Authority Community Development Block Grant (CDBG) program. Page Six ¯ Palo Alto CommuniD° Child Care Exhibit B Case Review: Each family receiving City Subsidy funds shall have a case review after eight years in the Program. The PACCC Executive Director, Site Director, and Outreach Coordinator, together with the City’s Child Care and Family Services Manager, will review the case to determine whether the subsidy funds should continue beyond the eighth year. Exceptions to compliance with the Program’s written policies and procedures may be made by PACCC’s Outreach Coordinator with written authorization from the City’s Child Care and Family Services Manager. i39-~.99 Fa,’T~:y Fee Sched,3te C~ri of PaSo Alto Ch~’.d Care-Subsidi Prog,am Monthl Gross Income 1718 1779 1~40 1902 19~33 2024 2086 2147 2208 22701 2300= 2331 2392 2454 2S~5 2636 2599 2760 2S2~ 2S83 2944 3006i 3293 3396 3499 3602 3705 5911 4014 4117 4220 4323 4528 4734 4337 5043 5~46 Family m 1725 ~794 19~3 1853 2070 19321 .......2146 2001 2223 2070 2300 213"9~2376 2208 2453 2277 253~ 2345’2~0~ 2415 2~83 2484 2760 2553 283~ 2622 2913 2760 3050 2829 3143 2898 3220 2967 3296 3035 3373 3105 3450 3174 3525 324:350333"i2 338’375~. 3591 39~3 3707 41~7 3823 424&’ 3~39 4374 4054 4503 4170 4632 4286 4760 ~1 501~ 4634’5145 4749 5275 4~55 5494 4981 5532 5213 5700J 5329 5318’ 5444 6047 5560 6176 57~2 642: 22~7 2320 2402 2~51 2734 2317 3107I 323! ~79 3~45 372~ 3~93 3576 4448 45~7 5034 5143 52~2 5977~ 53~4 657;’ 23t2 2491 24-30is79 2-30s 2757 2345 2’~,34 3023 3112 3231 3290 3379 3557 3545 3735 3324 3912 4090 4268 4357 4527 5075 5224 5373 5523 5572 5~21 5~70 5123 ~418 6717 7015 731~ 7453 2472 2567 ~757 2852 2947 332~ 3423 3518 3613 3’708 389~ 408~ 4184 4374I 4554 ;’ s9 .... 52~5 542~ 55~5 5745 5904 6383 6543 71S1 7500i iiitHoudy 2~32 3035 2136 3237 3338 3541 3642 3794 3~44 4346 4249 4451 4552 4~53 475~ 4~57 526~ 5~34 5504 5~44 5283 0453 6623 6793, ~472 ~642 s~51 bI.zs 0.29 0.41 0.~0 0,86 o.r o.~ 0.96 1.03 1,67i 1.76 1.88 1 2.0"4 2.22 2.31 2.40 2 2.58 2.67 2,78 2,85 2.94 3.03 3.12 3,Z1 3,30 3.3~ 3 3.~ E’<hiblt B o 0 Z II II II II II L© ~I" CO Cd EXHIBIT "C" PALO ALTO COMMUNITY CHILl) CARE, INC. Child Care Subsid.v & Comniunitv Outreach Program 1998-1999 CONTRACT BUDGET Total Projected Program Contract Budget/General Description of Expenses Budget Funds :Salaries 57,510.00 58,180.00 Benefits 5.811.00 5.879.00 !~P~a.,yroll Taxes 4,303.00 4,353.00 Insurance 995.00 997.00 , Audit/Professional Fees 1.500.00 920.00 i Rent/Occupancy ’.Utilities 900.00 9l 1.00 !Phone 2,500.00 1,702.00 I Postage 2,000.00 1,563,00 !Office Supplies 1,545.00 1,563.00 iTravel ;Consultants ,Staff De~ elopment’Training Computer Hard~ are/Software ,Equipment !Maintenance ’Repair .Depreciation Direct Ser’.’ices’Pco’,. Exp. Books/Publications M iscellaneous 2.000.00 1,563.00[. 1.000.00 2.000.00 500.00 325.00: 297.051.00 297.051.00 , 2.500.00 2.084.00 ’ 3.800.00 . __ __:..3. ~ 26.00 2.000.00 1.507.00 TOTAL S387.915.00 $381.724.00 Exhibit D I of 2 THIS CERTIFICATE IS I~SUED AS A’~I-I’FI~’OF II’IFORMATIO,N-- Allan Wiser Insurance Services 3C0 Valley Street, Suite 205 Sausali~o, CA 94965 (4!5)331-5425 (415)33!-5459 Fax Polo Alto Community Ch£1d 3990 Ventura Cour% Polo Alto, CA 94306 ONlY ANO CONFERS ND RIGHTS UPO,N THE CERTIFICATE, HOLDER. THIS CERrlFICAT~ DOES HOT A~END, EXTEND O~ ALTER THE COVERAG~ AFFORDED BY TM~ POLIC|£~ BELOW. COMPANIES ~FFORD!NQ COV~GE A Monticello Insurance Comoar.y ~L!ovis of Lc,~d~n __C.L!oYds of Lcnd-~n A MCK626982 BW 85!9 BW 8520 BW 8521 07101197107101198 07101197. 0710!/9~ Certificate holder is named 1,1,000., 00~0 ~it 000,000 i ~N ~{OE~tT, ~ ..... ~ a:t~ ~-.:’":,’:’," $ 3"t.3,000 $1,325,000 as Additiona~ Insured. Exhibit D 2 of 2 ACORD.CERTIFICATE OF .:.]].an ~qiser insurance Services ]¢0 Valley Street, Suite 205 5susalito, CA 94965 916)631-7783 (916)631-7785 F>: Palo Alto Community Child Care 3990 Ventura Court Palo Alto, CA 9{306 LIABILITY INSURANCE I T FI[S CERTIFICATE IS ISSUEC O~tY A~iO CON~ERS ~;3 = 3qTS UPON THE CERTIFllSATE HOLOER THIS CER[IF~CATE ALTER THE COVERAGE AFFC=DED BY THE POLICIES 8ELQ,’. COt,1PA~IIES AF~:{DING COVERAGE State D THIS IS TO C’ERTI~f THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA.V,~D ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTA,ND(NG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCU.ME)~T WITH RESPECT TO WHICH THIS CERTIFICATE MAY 8E ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HE~.: ,’, IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CO,NOITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCEO BY PAID CLAIMS POUCY NUMBER POLICY EFFECTIVE POLICY F..XPIR~TION DATE (M&l,l~O/’f Y|DATE |MM,I~OPIfY|LIMITS INJURY $ t s $ F(TIFICATE HOLDER The City of Palo Alto Administrative Services 250 H~milton Aven~e Palo Alto, CA 94301 ORD 25"S (lt95} CANCELLATION ~0 0-~; wnlrr[h t;Orl,:[ ro rH5 C{Pf,;tCATE tiOLOEI} ~(A%t£O TO Tt’(~ LEfT Exhibit E PART III FORM 410 PROJECT TITLE: CHILD CARE SUBSIDY AND COMMUNITY OUTREACH PROGRAM Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Firm: PALO ALTO COMMUNITY CHILD CARE Date: Title of Officer Signing: Signature://~7~ CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND SENIOR COORDINATING COUNCIL OF THE PALO ALTO ~REA, INC. FOR SERVICES TO SENIOR CITIZENS This Contract No.: is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and SENIOR COORDINATING COUNCIL OF THE PALO ALTO AREA, INC., a corporation duly organized and existing under the Nonprofit Corporation Law of the State of California, located at 450 Bryant Street, Palo Alto, CA 94301 ("CONSULTANT"). RECITALS : WHEREAS, CITY continues to recognize the need for a coordinated community network of services and opportunities for senior adult residents of Palo Alto; and WHEREAS, to meet this continuing need, the CITY desires to obtain the provision of services to senior citizens; and WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, ih providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Program on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION i. TERM i.i This Contract will commence on July i, 1998 and will terminate on June 30, 1999, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Program tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Program is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. 980611 syn 0071424 SECTION 2. CORRECTIONS ,SCQPE OF ,,,P~OGR~ SERVICES;CHANGES & 2.1 The scope of Services constituting the Program will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, or the Program, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additional compensation attributable to the change in Work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. SECTION 3. CQN$~LTANT OUALIFICATION$,.STATUS, AND DUTy.ES QF 3.1 CONSULTANT represents andwarrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONSULTANT further represents and warrants that the program director and every individual, including any consultant, charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Program will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to or during the execution of this Contract, a list of all indivfduals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants~and agrees that it will execute or cause to be executedr the Program. 3.3 CONSULTANT will assign a single program director to have supervisory responsibility for the performance, progress, and execution of the Program. The program director will represent CONSULTANT during the day-to-day work on the Program. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the program director, the CONSULTANT shall notify the program manager of such a change. 980612 syn 0071424 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Program; 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and. any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report immediately to the program manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the deliverables. 3.5 Any deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with two (2) copies of any documents which are a part of the deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a part of the deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Program. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of .CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or consultant will be discharged immediately from further performance under this Contract on demand of the program manager. 3.9 In the execution of the Program, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 980611 syn 0071424 3 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the following Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by-the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described in Exhibit "A" to this Contract. 3.11 CONSULTANT will be. responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. CONSULTANT shall be responsible for the performance of its consultants or subcontractors in fulfilling the provisions of this Contract. 3.12 CONSULTANT shall coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 3.13 CONSULTANT shall seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources. Unless deemed inappropriate by the program manager, CITY shall support CONSULTANT in its search of grants, funding, or other income by.serving as a sponsoring agency, by providing letters of support, or by rendering advice on application for grants. The receipt of such funds shall be reported as provided in paragraph 7.4. 3.14 CONSULTANT shall include an acknowledgment of CITY funding and support in all appropriate publicity or publications regarding its programs and services using words to the effect that "services are provided in cooperation with the City of Palo Alto" or ~through City of Palo Alto funding" as approved by the program manager. 3.15 Throughout the term of this Contract, CONSULTANT shall remain an independent, nonprofit corporation under the laws of California governed solely by a Board of Directors, with up-to-date bylaws. CONSULTANT shall operate by its Bylaws. 980611 ayn 0071424 Any changes in CONSULTANT’s Articles of Incorporation, Bylaws, or tax-exempt status shall be reported by CONSULTANT immediately to the Program Manager. No member of the Board of Directcrs of CONSULTANT shall be a paid employee, agent, servant, or subcontractor of CONSULTANT under this contract during all er any part of his or her tenure as a member of the Board of Directors of CONSULTANT. 3.16 The Board of Directors of CONSULTANT shall include representation from the broadest possible cross section of the community including: those with expertise and interest in CONSULTANT’s services, representatives from community organizations, and users of CONSULTANT’s services. 3.17 All meetings of the Board of Directors of CONSULTANT should be open to the public, except meetings, or portions thereof, dealing with personnel or litigation matters. 3.18 CONSULTANT shall keep minutes ’of all regular and special meetings of its Board of Directors. SECTION 4. DUTIES OF CITY 4.1 CITY wil! furnish or cause to be furnished the services listed in Exhibit ~A" and such information regarding its requirements applicable to the~ Program as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the ’deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. The Administrator for the Office of Human Services is designated as the program manager for the city manager. The program manager will supervise the performance, progress, and execution of the Program, and will be assisted by the Management Assistant for the Office of Human services. 4.4 In the event CITY should determine from any identifiable source, including but not limited to reports submitted by CONSULTANT under this contract or any evaluation report from any identifiable source, that there is a condition which reauires correction, CITY may forward to CONSULTANT requests for corrective 980611 syn 0071424 5 action. Such requests shall indicate the nature of the issue or issues which are .to be reviewed to determine the need for corrective action and may include a reconunendation as to appropriate corrective action. Within thirty (30) days of CITY’s request, CONSULTANT shall submit its response, which shall include its views of the problem and proposed action, if any. Upon request of either party, the parties shall meet to discuss any such request and response within the thirty-day period specified. SECTION 5.COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Four Hundred Eight Thousand Six Hundred Ninety-Two Dollars ($408,692). The amount of compensation will be calculated in accordance with the schedule set forth in Exhibit "B". On the billing form provided by CITY, CONSULTANT shall submit a bill by the fifteenth (15th) working day of the following month for services provided under this Contract during the preceding month. The bill shall specify actual expenditures directly related to this Contract as follows, in accordance with Exhibit "B". The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, .if such prior approval is not obtained by CONSULTANT. 5.1.2 Notwithstanding the foregoing limitations, the City Manager shall have the authority to approve payments by the CITY to CONSULTANT under this contract in advance of CONSULTANT’s incurred expenditures. Provided, however, that: (I) any request by CONSULTANT for such advance payment must be made during the months of July, August or September during the term of this contract; (ii) such advance payment must be made from the central administration fund; and (iii) CONSULTANT’S need for such advance payment shall be supported to the satisfaction of the CITY’S Director of Administrative Services. Provided further, however, that total advance payment under this contract may not exceed Twenty-Five Thousand Dollars ($25,000) and total maximum compensation under this Contract shall not exceed Four Hundred Eight Thousand Six Hundred Ninety-Two Dollars ($408,692) as set forth in paragraph 5.1.1 hereof. 5.1.3 The full payment of charges for extra work or changes, or both, in the execution of the Program will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the program manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or 980611 syn 0~371424 changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.4 Direct personnel expense of employees assigned to the execution of the Program by CONSULTANT will include only the work and other documents pertaining to the Program, and in services rendered during Construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments wi!l be made as follows: 5.2.1 Payment of the Basic Services will be made in monthly payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty (30) days of submission. 5.2.2 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 6.PROGKAM..RE¢ORD$ Upon reasonable notice, CONSULTANT shall grant the program manager access to all CONSULTANT records, data, statements, and reports, which pertain to this Program. CONSULTANT shall secure all necessary client and/or personnel release of information forms to allow the program manager and others specifically designated, in writing by the program manager to be afforded such access. Access to clinical records will be coordinated with the client, the client’s representative and the CONSULTANT upon reasonable request from the program manager. CONSULTANT is not required to provide information, the disclosure of which is expressly prohibited by California or Federal laws. SECTION 7.~ ACCOUNTING, AUDITS. QWNERSHIP QF_~E~ 7.1 CONSULTANT shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of CONSULTANT, including the receipt and disbursement of CONSULTANT funds. 980611 syn 0071424 7.2. CONSULTANT shall appoint from its Board a treasurer who shall review Financial Statements of CONSULTANT on a regular basis. 7.3 Records of the direct personnel expenses and expenses incurred in connection with~ the performance of Basic Services and Additional Services pertaining to the Program will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 7.4 Annual financial expense and revenue summary sheets shall be submitted to CITY by CONSULTANT. 7.5 CONSULTANT shall provide for independent audit of its fiscal year transactions, records, and financia! reports at least every two (2) years. The certified public accountant shall submit the report to both parties. The cost of this audit shall be borne by CONSULTANT. 7..6 The originals of the deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Program is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 8, INDEMNITY 8.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. SECTION 9, WAIVERS 9.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be 980611 syn 0071424 8 deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 9.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION I0, ,, INSURANCE I0.i CONSULTANT, at its sole cost and ~expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 10.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 10.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 10.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any 980611 syn 0071424 damage, injury, or !oss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION II. WORKERS’ COMPENSATION ii.i CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Program. PROGRAM SECTION 12 -TERMINATION OR SUSPENSION OF .CQNTRACT OR 12.1 The city manager may suspend the execution of the Program, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 12.2 CONSULTANT may terminate this Contract or suspend its execution of the Program by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in theevent CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Program. 12.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Program is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise of her discretion. 12.4 In the event of termination of this Contract or suspension of work on the Program by CITY where CONSULTA!qT is not in default, CONSULTANT will receive compensation as follows: 980611 syn 0071424 10 12.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 12.4.2 For approved items of services on Which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears.-to the services necessary for the full performance of that item of service. 12.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 12.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and al! copies of the deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 12.6 The failure, of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTIQN 13. ASSIGNMENT 13.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of.this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. .Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 14.,NOTICES 14.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: 980611 syn 0071424 !1 To CITY: Copy to: Office ofthe City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Office of Human Services City of Palo Alto 400 Middlefield Road, T2 Palo Alto, CA 94303 To CONSULTANT: Attention of the program director at the address of CONSULTANT recited above SECTION 15.¢ONFLICT...OF INTEREST 15.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 15.2 CONSULTANT fhrther covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or willhave any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 16.NONDISCRIMINATION 16.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexua! preference or gender of such person. If the value of this Contract is, or may be, five .thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D" 16.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with al! 980611 syn 0071424 12 Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 16.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federa! law or executive order in the performance of this Contract, it will be in default of this Contract. ~Thereupon,’ CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 16.4 If CONSULTANT is found in default of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 17.MISCELLANEOUS PROVISIONS’ 17.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 17.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 17.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 980611 syn 007|424 13 17.4 In the event that an action is~brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. : 17.6 This document represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 17.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 17.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 17.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 17.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 17.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 17.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event.that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 17.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 980611 syn 0071424 14 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PA~LO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Community Services Director of Admin. Services Purchasing/Insurance Review Mayor SENIOR COORDINATING COUNCIL OF THE PALO ALTO AREA, INC. Its: Taxpayer’s I.D. No.94-1480548 APPROVED AS TO CONTENT: Administrator, office of Human Services Attachments: EXHIBIT "A" : EXHIBIT "B": EXHIBIT "C": EXHIBIT "D": SCOPE OF PROGRAM SERVICES &TIME SCHEDULE CONTRACT BUDGET INSURANCE NONDISCRIMINATION COMPLIANCE FORM 980611 -yn 0071424 15 CERTIFICATE OF ACEIqOWLEDGMENT (Civil Code § 1189) STATE OF ~ ~n~ ) ss. On ~ I~?i before, me, the undersigned, a NotaryPublic in and for said County and State, persona~y appeared ~roved’to me on the basis of satisfactory evidence to be the person~ whose name(~ is/a~e subscribed to the within instrument and adknowledged to me that ~e/she/-~ executed the same in h-i-~/her/~ authorized capacity(~), and that by signature~ on the instrument the person.~, or the entity upon the instrumentbehalf of which the person(~ acted, executed . WITNESS my hand and official seal. Signature of Notary Public 980611 syn 0071424 16 EXHIBIT "A" SENIOR COORDINATING COUNCIL, INC. Senior Services 1998-99 SCOPE OF PROGRAM SERVICES SERVICES: CONSULTANT shall provide services to the elderly and their families/caregivers through enrichment and individual and family services. CONSULTANT shall support the planning, coordination, outreach, and administrative functions of the agency as the primary provider of such services to Palo Alto seniors. GOALS: To provide leadership, planning, coordination and services in order to promote and enhance the health, independence and well-being of seniors in the Palo Alto area. CENTRAL ADMINISTRATION Program Goals: To identify interests and needs of seniors and caregivers. To provide solutions in the form of services and information to address the needs of seniors and caregivers. Program Objectives: 1)Raise $530,000 in community support to leyerage the support provided by the City of Palo Alto and to insure the continuation of senior and caregiver services that already exist. 2)Utilize the services of 340 volunteers to provide services to participants and clients and to assist with administrative support tasks for a total of 16,000 hours. 3) 4) Work closely with the City of Palo Alto staff to insure that the proposed parking structure for Lots S & L, across from the Senior Center, is designed to meet the needs of seniors and other constituencies and to plan adequate accessibility for those who walk, bike or drive to the Senior Center during the construction period. Create an integrated client database for internal use and to determine whether an agency-wide fee discount system for low income seniors is feasible. 5)Explore the expansion of food services for seniors and/or finalize merger discussions with La Comida de California. ENRICHMENT SERVICES Program Goals: To support seniors in maintaining or improving health and physical fitness. To assist seniors in achieving good emotional health and greater life satisfaction. To provide tools through which seniors may successfully cope with issues of aging. To help seniors remain connected to the community. Page Two Senior Coordinating Council, Inc. Exhibit "A" Program Objectives: 1)Provide weekly academic, health and fitness courses to facilitate intellectual and physical stimulation and to provide opportunityfor new skill building such as computer use (125 courses; 1,250 registrants). 2)Provide a wide variety of lectures to broaden perceptions and to cultivate ideas (56 lectures; 2,885 attendance). 3) 4) Provide entertainment, fellowship, and information exchange at special events, bingo and bridge games, dances, concerts and other recreational activities (200 activities; 4,940 attendance) Provide 1,200 health maintenance screenings including audiology, dentistry, skin cancer, vision/glaucoma, podiatry, blood pressure and mammography. - 5)Provide 1,000 annual influenza immunizations. 6)Provide access to information about health and wellness to 1,200 patrons of The Health Library for Adults Over 50. 7)Provide one-to-one income tax, health insurance and legal counseling services (650 sessions). 8)Provide information and referral to seniors, family members and service providers (15,000 requests). INDIVIDUAL AND FAMILY SERVICES Program Goals: To support seniors in living independently. To support family members and caregivers in the practical and emotional challenges presented by caring for an aging individual. To assist seniors in maintaining or improving functional ability to remain in their own homes. To assist caregivers by providing respite. To assist low income seniors maintain good and safe homes. To prevent the deterioration of senior owned housing stock in Palo Alto. Program Objectives: 1)Provide case management that include assessment, care planning, and service arrangements to 150 seniors and frail homebound seniors. Page Three Senior Coordinating Council, Inc. Exhibit "A" 2) 3) 4) 5) Provide emotional support to seniors through support groups facilitated by a masters level social worker (625 attendance). Provide 100 consultations to caregivers for practical advice, linkage to corcanunity resources and emotional support. Provide emotional support to caregivers through monthly support groups facilitated by social work staff (150 attendance). Provide 400 hours of emotional and practical support to homebound seniors through trained ’ volunteers. 6) 7) 8) Provide 450 sessions of brief resource counseling and practical support to clients through person-to-person or telephone sessions. Provide 350 sessions of one-to-one housing counseling to seniors and caregivers. Develop and maintain linkages with local senior housing facilities through 50 regular site visits. 9) 10) 11) 12) 13) Provide coordination and transportation for less independent seniors to the grocery store and La Comida de California senior nutrition program (7,000 one-way trips). Provide 3,400 days of adult day health services to less independent older Palo Alto adults. Provide adult day health services to 50 Palo Alto residents. Provide counseling, referral or enrollment into adult day health services for 300 individuals and their families who are in search of assistance for less independent older adults. Serve 130 Palo Alto residents with counseling and referral support through adult day health services. 14) 15) Provide 500 home "fix it" repair services for Palo Alto senior homeowners. Provide "fix it" repair services to 120 Palo Alto senior homeowners not previously served. 16)Provide 150 subsidized "fix it" repair jobs to low income seniors. Page Four. Senior Coordinating Council, Inc. Exhibit "A" The City of Palo Alto Office of Human Services requires mention of its name in all materials which list or ac "knowledge donors and in any public announcements of publicity regarding the funded programs. QUARTERLY REPORTS: CONSULTANT shall provide quarterly activity reports relating to this Scope of Services for the periods ending September 30, 1998, December 31, 1998, March 31, 1999, and June 30, 1999, within fifteen days after these dates. Each report shall cover the preceding quarter, and other such information as the Program Manager may request. The final report shall focus on the preceding quarter, but also shall provide information on contract services for the entire year. Each report shall be prepared in the form agreed upon by the Program Manager and the CONSULTANT. AMERICAN WITH DISABILITIES ACT: CONSULTANT shall comply with the Americans with Disabilities Act (ADA) of 1990. EXHIBIT "B" SENIOR COORDINATING COUNCIL, INC. Senior Services 1998-1999 CONTRACT BUDGET ISalaries iBenefits i Payroll Taxes Insurance Description of Expenses Total Projected Program Budget Contract Budget/General Funds 1,362,476.00 321,136.00 115,308.00 13,188.00 101,380.00 24,567.00 71,387.00 16,921.00 !Audit/Professional Fees i Rent/Occupancy IUtdmes Phone Postase Office Supplies !Travel ’,Consultants/ContractorsjstarrD~v£1opment/Training iComputer Hardware/Software [Equipment IMaintenance/Repair i Depreciation i Direct Services } BookslPublications iPrintin~/Publishin= ’Miscellaneous ,TOTAL 10,900.00 11.00 25,870.00 19,050.00 20,550.00 18,683.00 4,735.00 158,796.00 14,350.00 15,700.00 6,405.00 57,000.00 173.315.00 26,700.00 19,150.00 77,875.00 $2,29%641.00 l I1,000.00 13,780.00 8,100.00 $408,692.00 Exhibit c ] ofCERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUEO ONLY A,~.D COHFERS ,~’3 ~q.GHTS UPO’I THE CERTIFICATEl~nn f;ra~ & }left,rich -HOLDER THIS CERTIFICATE ~ES NOT AME~ID. EXTEh3 OR %" ~;l~hor£, SuiTe 21~)ALTER THE COVERAGE AFFOqOED BY THE POLICIES BELOW ,Alto, CA 94303 cc~,,, Tra~elcr~ In(lumni[~ Co cnior Coordin~Hng Council B St. Paul Compani~,~ Inc. Palo Allo Area, Inc.~ ............................. ~rvnnl Stree( Ai[o, CA 94301 C BLS ’ D Superior Natil)nal In,~urancc S IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTEO BELOW HAVE BEEN ISSUED TO THE INSU~EO NA.UEO ~@OVE FOR THE PCLICY PER:D0 3 CATEO, NO~VITHSTANOING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER COCUMENT WITH RESPECT TO WHtC~ ATtFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBED NEREI~, IS SU~ECT TO ALL T~E SLUStONS A.NO CONOITIONS O SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REOUC~O BY PAID C~iMS POLICY NUMBER ---_.’, E~,~. u~mL,r~i ACMZ6035732 07i01/97 07;01i98 i ~RA(~E LIA 811,J TY CA09400 t-14 XF26035732 WDN39303.B 07101197 07,0 I/9S 07101/97 07/0 07/01/97 1)7,"1] 1/9S $ $ S $ $ $ 2,000,000 ....... l,O00,O00 1,000,000 ,000,000 50,000 5.000 1,000,000 $ $ $ : LL. ,, 3,000,000 3,000,000 1,000,000. _. I ’ "3N 0 OPEFla, ,"IONS LC~ATIONS,’/=~HICLE~.~PECIAL ITEM3 -:: Lea~,e ,~157 h~ Ci(y or Pah) Allo,i/s .qgen(s and employees are named ’.ms ~dditional ~ureds les.~()r in reference lo ~eneral liability as respe¢l.~ Iocalion FICATEHOLDER C 2 of 2.CERTIFICATE OF INSURANCE "-.(Continuations) - ¯ " Exhibit INSURED: Senior Coordinating Councll DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS - (Continued): 450 Bryant Street. An.!,’ insurance maintained by the Cit.~’ ~ill apply in excess ot’and not contribute to insurance pro~’ided by this policy, and all rights and subrogation are hereby waived against the City of Palo Alto and the members of the City Council and electi~’e or appointi,,’e officers or emplo~’ees Exhibit D PART III FORM PROJECT TITLE:SENIOR SERVICES Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Firm: SENIOR COORDINATING COUNCIL, INC Title of Officer Signing: Signature: June 11, 1998 To: Attached distribution From:The Board of North County Mediation (formerly PAAIRS): Margo Dutton, Ann Bilodeau, Joseph Haletky, R. Michael Kasperzak, Richard Lagerstrom, Marika Ruumet, Samantha Schoenfeld , Re:Contract for 1998-99 On June 10, 1998, the board of directors of North County Mediation voted unanimously not to sign the 1998-99 contracts before us as theyare now written. While the board is proud that the quality of service provided by staff and volunteer mediators has been consistently high-- despite the financial constraints under which the agency has operated--we cannot and will not continue doing business under the current organizational structure, which is inadequate to provide the kind of quality service that the cities and their citizens expect. Simply stated, the current funding levels and organizational constraints do not permit us to operate the agency efficiently with the resources necessary to meet the needs of our client cities. The board has developed a plan-partly in response to a request from Paio Alto city staff--and has discussed a new structure with city staff. Although city staff are generally supportive of the plan, the proposed contracts do not provide sufficient resources to implement the restructuring. Alternative dispute resolution is an important service for the citizens of Paio Alto and Mountain View, especially given the problem of escalating rents. In addition, having an avenue for alternative dispute resolution provides important direct benefits and efficiencies to numerous city departments. This agency’s services have been portrayed as a community ombudsmen program when tensions build and people run out of options to resolve conflict. The city councils are on the record as officially endorsing mediation services, and in fact both programs began life as city programs, which the cities then contracted with PAAIRS to administer. If mediation services are important to both cities, and if the cities want to contract with an agency to administer community dispute resolution and volunteer mediations services, we welcome the opportunity to meet with city council members, staff, and other stakeholders to develop a viable mediation program. We are also prepared to work with the cities on any transition that becomes necessary. Please contact Ann Bilodeau, board secretary, at 326-7047 to let us know how you wish to proceed. Background to the Board’s decision not to sign 1998-99 contracts. The majority of the directors of North County Mediation have joined the board in the last two years, having been recruited when PAAIRS was reorganized because of their specific interest or expertise in mediation. This new board has reviewed the agency’s operating policies, financial situation, and the constraints imposed by the client cities. The board cannot sign a contract that does not adequately reimburse the agency for the expected services spelled out in the document. While funding has increased over the past few years, it is still not sufficient to staff administration of the agency at the necessary level to meet city demands for financial and program accountability, to move forward with our future plans--or even to maintain the current level of service to clients. As in several previous budget cycles, we responded to an invitation from Palo Alto staffto submit a funding request that reflected the reality of running the agency. Our request was not fully met. In discussions with Palo Alto staff, it has become apparent to us that few recall our original status as a contractor to whom the city out-sourced management of its mediators and the mediation program. The city now views us as a grantee like other agencies included in the HSRAP process and is unwilling (or unable within HSRAP constraints) to increase funding to cover the agency’s costs. While the agency is prepared to seek outside grants for special projects, this is not possible with current staffing levels; it is unrealistic to assume grants would be made in time to bolster the 1998-99 budget; and the city of Mountain View does not want any of the administrative time it supports spent on fundraising. This is the kind of quandary in which our current organizational structure leaves us in a number of different areas. The board and staff of our agency have worked with city staff, who have been cooperative in identifying a number of areas where they can streamline reporting demands and where they are willing to see us move forward in implementing our plan. This is a good start, but we cannot meet the high expectations for change with the funding level provided in the 1998-99 contract. Moreover, putting aside the funding issues, we need for both cities to agree to the same operating assumptions to prevent the kind of Catch-22 agency staff have suffered in the past trying to satisfy two very different sets of expectations. Last week, two key staff members submitted their resignations effective July 1, 1998. A major factor in the resignation of the Program Coordinator was the stress of trying to maintain quality service to clients given (1) what are perceived as the unrealistic and cross-purpose expectations of the two cities and (2) uncertainty over whether the cities are willing to resolve the long-term funding issue. The board is resolved to improve these fundamental questions before hiring new staff and asking them to implement the agency’s long-range plan.