HomeMy WebLinkAbout1997-03-17 City Council (16)TO:
City of Palo Alto
City Manager’s Report
4
HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: Planning and
Community Environment
DATE:MARCH 17, 1997 CMR:166:97
SUBJECT:APPROVAL OF AGREEMENT WITH COMMUNITY
HOUSING, INC. FOR THE PROVISION OF COMMUNITY
DEVELOPMENT BLOCK GRANT FUNDS FOR COMMON
AREA IMPROVEMENTS TO LYTTON I AND II
REQUEST
Council action is requested to approve the attached agreement with Community Housing,
Inc. (CHI) for the provision of $56,518 in 1993-94 Community Development Block Grant
(CDBG) funds for common area improvements to Lytton I and II, located at 656 Lytton
Avenue and 649 University Avenue in Palo Alto.
RECOMMENDATIONS
Staff recommends that the City Council approve and authorize the Mayor to execute the
attached agreement between the City of Palo Alto and Community Housing, Inc.
BACKGROUND
On May 17, 1993, the City Council approved funding resolution number 7186, approving the
use of CDBG funds for fiscal year 1993-94. The resolution included an allocation to CHI
in the amount of $56,518, to provide and install power assisted doors to the facilities’
common areas. Additionally, smoke activated doors will be added to two elevators at five
stops, in order to keep smoke from spreading through the buildings in case of fire. These
improvements will increase the safety and accessibility of the Lytton I and II facilities, which
provide 318 units of affordable senior housing.
DISCUSSION
Due to a number of perSonnel changes, CHI was unable to begin work on this project until
1996. CHI has now employed an architect and is ready to proceed with the project.
CMR:166:97 Page 1 of 2
POLICY IMPLICATIONS
The attached agreement does not represent any changes to existing City policy.
FISCAL IMPACT
Expenditures under the CDBG Program will be reimbursed from federal funds through the
U.S. Department of Housing and Urban Development.
ENVIRONMENTAL ASSESSMENT
The project is categorically exempt under the California Environmental Quality Act
(CEQA), Section 15301, minor change to an existing facility. For purposes of the
National Environmental Policy Act (NEPA), the activity converts to exempt.
ATTACHMENTS
1. Resolution 7186
2.Agreement with Community Housing, Inc. for Renovations to Lytton Gardens I and
II.
PREPARED BY: Suzanne Bayley, CDBG Coordinator
DEPARTMENT HEAD REVIEW:
KENNETH R. SCHREIBER
Director of Planning and
Community Environment
CITY MANAGER APPROVAL:
[~/(JNE FLEMING -
City Manager
CC:Vera Goupille, CHI
CDBG Citizens Advisory Committee
CMR:166:97 Page 2 of 2
JUN 2 1993
RESOLUTION NO. 7186 " DEPARTME~OFP~NNING
RESOLUTION OF THE COUNCIL OF THE CITY OF PALOA~MUNI~D~ELOPM::::?
APPROVING THE USE OF COMMUNITY DEVELOPMENT BLOCK
GRANT FUNDS FOR FISCAL YEAR 1993-1994
WHEREAS, on October 21, 1991, the Palo Alto ~ity Council
adopted a five-year federal Comprehensive Housing Affordability
Strategy ("CHAS"); and
WHEREAS, on December 14, 1992, the City Council approved
and adopted an annual CHAS pla~ and Performance Report; and
WHEREAS~ the 1993-94 federal Community Development Block
Grant ("CDBG") funds allocated to the City of Palo Alto are
proposed to implement ~be following programs; and
WHEREAS, potential uses of CDBG funds have been evaluated
in light of the needs of the community, as identified in the CHAS
and as reflected in the recommendations and commen~s~ of the
Citizens’ Advisory Committee and other interested citizens; and
WHEREAS, the Finance Committee and the City Council have
held advertised public hearings on the proposed use of the CDBG
funds for fiscal year 1993-94; and
WHEREAS, it is .the intent Of the CDBG program to give the
highest priority to activities which will benefit low and moderate
income persons ;
NOW, THEREFORE, the Council of~ the City of Palo Alto does
RESOLVE &s follows:
SECTION I. The use of CDBG funds, for the 1993-94 fiscal
year is hereby approved and authorized for the following programs:
Catholic Charities. of Santa Clara
County. Long Term Care Ombudsman
Program. Complaint investigation
and advocacy services to Palo Alto’s
elderly residents living in nursing
and residential care facilities.
Citywide.13,894
1
930511 la¢ 0020670
o Innovative Housing. Shared housing
program. Housing referral and counseling
for shared housing matches especially for
low income/previously homeless individuals
and families. Citywide.
Urban Ministry° Homeless support
services and programs. Counseling,
shelter services and general assistance
to the homeless population. Citywide.
Palo Alto Housing ~rporation. Infor-
mation and referral-services for
affordable housing options, citywi~e.
Emergency Housing Consortium. Temporary
shelter and supportive services for
homeless individuals and families.
Countywide.
City of Palo Alto. CDBG administration.
General administrative expenses for
operation of~the CDBG program.
Citywide.
Mid-Peninsula Citizens for Fair Housing.
Services to promote anenvironment of
fair housing including complaint
investigation, counseling and advocacy.
Citywide.
Senior Coordinating Council. Home
Repair Program. Subsidized minor
home repairs for lower income elderly
homeowners. Citywide.
12,306
53,000
38,000
10,300
178,300
17,500
I0,000
Stevenson House¯ Replacement of.worn
decking surfaces in the. facility’s common
areas and upgrading of the facility’s
fire alarm and medic alert system°
Housing project provides 135 senior adults
with affordable housing. 455 Eo Charleston
Road.50,000
2
9305 ~ I la¢ 0020670
i0.New Housing Development Fund. Funding
for projects which would preserve or
increase the number of housing units in
¯ the City of Palo Alto affordable to
persons with low and very low incomes.456,117
Ii.Lytton I and II. Power assisted doors.
Installation of power assisted door hardware
for ease of access for elderly residents.
The facilities provide 318 units of low
income senio~ housing. 656 Lytton Avenue
and 649 University Avenue.
12.Peninsula Children’s Center° Playground
Equipment. Renovation of play area and
installation of newplay.equip~ent for
agency which serves the special education
and mental health needs of children and
adolescents with severe emotimnal or
behavioral disorders. 3860 Middlefield
Road.55,000
13.Miramonte Mental Health. Group home
renovation. Minor renovations to group
home facility which will provide housing
for 6 adults with disabilities.
: 835~Middlefield Road.20,000
Total $9~i,035
SECTION 2. The total amou’nt set forth under Section l~of
this resolution hereby represents the proposed allocation from the
federal Department of~ Housing and Urban Development ("HUD") for
fiscal year 1993-94 of $700,000 in CDBG funds, $150,000 in program
income and $121,035 in reallocated funds from a prior program year.
SECTION 3. The City Manager is hereby authorized to expend
the money in the $i0,000 CDBG emergency contingency account,
created under Resolution No. 6897, on an emergency basis in her
discretion for existing or additional CDBG-eligible programs or
projects. The City Manager is further directed to report to the
City Council on any such expenditures.
3
930511 lae 0020670
SECTION 4. The City staff is hereby authorized to submit
the appropriate application forms to HUD fo9 the 1993-94 CDBG
funds, with such money to be used as set forth in this resolution,
and the Mayor, City Mahager and any other appropriate City staff or
officials are hereby authorized to execute such application forms
and any other necessary documents to secure the funds.
SECTION 5. The. City Council hereby finds that the 1993-94
CDBG program authorized under Section 1 of this resolution will
have no significant envirormnental effect for purposes of the
California Environmental Quality Act ("CEQA"), as shown in the
negative declaration approved in connection with the adoption of
this resolution. The Council £urther authorizes and directs City
staff to prepare any additional environmental assessments and
certifications that may be required under CEQA and the. National
Environmental Policy Act for each project under the 1993-94 CDBG
program prior to the release of funds for each such project.
INTRODUCED AND PASSED: May i7, 1993
AYES:ANDERSEN, FAZZINO, HUBER, KNISS, MCCOWN, ROSENBAUM, SIMITIAN, WHEELER
NOES:
AB. STENTIONS:
ABSENT: COBB
ATTEST:
City Clerk
APPROVED:
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED AS TO CONTENT:
tor of Finance
Director of Planning and
Contrnuni ty. Environment
4
930511 la~ 0020670
AGREEMENT NO.
BETWEEN THE CITY OF PALO ALTO AND
COMMUNITY HOUSING, !NC.
FOR RENOVATIONS TO LYTTON GARDENS I AND II
FOR 1993-1994 COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS
This Agreement No.is entered into ,
1997, by and between the CITY OF PALO ALTO, a chartered city and a
municipal corporation of the State of California ("City’), and
COMMUNITY HOUSING, INC., a corporation duly organized and existing
under the Nonprofit Corporation Law of the State of California
("Borrower").
RECITALS:
WHEREAS, the City has applied for and received funds
("Funds") from the Government of the United States under Title I of
the Housing and Community Development Act of 1974; and
WHEREAS, Borrower has requested funds to improve the
safety and accessibility of the common areas at Lytton Gardens I
and II (the "Facility") located at 656 Lytton Avenue and 649
University Avenue, Palo Alto, California; and
WHEREAS, Borrower provides affordable, quality housing
for low income, senior adults; and
WHEREAS, City wishes to grant funds to Borrower for the
purposes set forth in this Agreement, and any exhibits thereto; and
WHEREAS, City has approved of and authorized up to Fifty-
Six Thousand Five Hundred Eighteen Dollars ($56,518) drawn from
CDBG funds to Borrower for the purposes and under the terms
contained herein;
NOW~ THEREFORE, in consideration of the covenants,.terms,
conditions, and provisions set forth in this Agreement~ the parties
agree:
SECTION I. TERM
i.i Time of Performance. This Agreement shall commence
on the day above written and terminate-on February i~ 2002. The
term of this agreement and the provisions herein shall be extended
to cover~ any additional time period during which the Borrower
remains in control of Funds or other assets including program
income.
SECTION 2.SCOPE OF SERVICE
2.1 Activities.Borrower shall install power assisted
and smoke doors in common areas of the Facility to improve safety
and accessibility and comply with the provisions of the federal
970221 syn 0071128
1
Americans with Disabilities Act ("ADA") ("Project"), as more fully
described in Exhibit "A" which is incorporated herein by reference
and made a part of this agreement.
2.2 Performance Monitoring. The City will monitor the
performance of the Borrower against goals and performance standards
required herein. Substandard performance as determined by the City
will constitute non-compliance with this Agreement. If action to
correct such substandard performance is not taken by the Borrower
within a reasonable period of time after being notified by the
City, contract suspension or termination procedures will be
initiated.
SECTION 3.GRANT OF FUNDS AND SECURITY.
3.1 City Loan. CITY shall grant BORROWER a sum of money
in an amount not to exceed Fifty-Six Thousand Five Hundred Eighteen
Dollars ($56,518) for the purposes set forth in Section 2 and
Exhibit "~’. Payment of such sum shall be evidenced by a promissory
note ("Note"), in the form attached hereto as Exhibit "B" and ¯
incorporated herein by this reference. The payment of the sum, and
any part thereof, granted and advanced hereunder shall be made
contingent upon, and, at the option of CITY, shall become
immediately due and payable upon, the occurrence of any of the
following conditions:
(a) The failure by BORROWER to commence the Project
services or to complete the Project services set forth in
this Agreement within a period of one (i) year after the date
of this Agreement;
(b) The sale, transfer, or other disposition by BORROWER
of the Facility without the prior written consent of CITY
prior to the expiration of a period of five (5) years after.
the date of this Agreement;
(c) A use by BORROWER of the Facility, prior to the
expiration of a period of five (5) years after the date of
this Agreement, which violates the applicable provisions of
CITY’.s Charter, ordinances, or regulations; or which is not an
"eligible activity" under the Program of the Housing and
Community Development Acts of 1974 and 1977, as amended, and
the regulations issued pursuant thereto, by HUD, or ’a
successor agency; or
(d) An uncured default underthis Agreement or the Note.
The funding of any part of the sum conditionally granted
hereunder will not remain conditional, provided that none ’of the
conditions set forth in the preceding paragraph have occurred. At
CITY’s. option, whenever the sum or any part thereof becomes an
unconditional payment to BORROWER, CITY shall confirm the uncon-
ditional nature of such payment to BORROWER in writing, however,
CITY’s failure to do so shall not i_pso facto constitute a waiver of
any term on which BORROWER’s obligation to repay is conditioned.
970721 syn 0071128
2
SECTION 4.NOTICES
4.1 Communications. All notices, correspondence, and
other communications concerning this Agreement shall be directed to
the parties’ duly authorized representatives at the addresses set
forth below or at any other addresses as may be noticed, in
writing:
CITY City of Palo Alto
Department of Planning &
Community Environment
Attn: CDBG Coordinator
250 Hamilton Avenue
Palo Alto, CA 94301
BORROWER Community Housing,~Inc.
Attn: President, Board of Directors
437 Webster Street
Palo Alto, CA 9430~
SECTION 5.SPECIAL CONDITIONS
5.1 Compliance with Federal Regulations. The Borrower
agrees to comply with the requirements of the Housing and Urban
Development regulations concerning Community Development Block
Grants (24 CFR Part 570) and all federal regulations and policies
issued pursuant to these Regulations. The Borrower further agrees
to utilize Funds available under this Agreement to supplement
rather than supplant Funds otherwise available.
5.~2. National Objectives. The~Borrower certifies that
the activities carriedout with funds provided under this Agreement
will meet the CDBG Program’s National Objective of benefitting
low/moderate income persons as defined in 24 CFR, Part 570.208.
5.3 The City’s payment of funds under the CDBG Program
is contingent.upon the City receiving the intended appropriation
from the U.S. Department of Housing and Urban Development (HUD).
SECTION 6. GENERAL CONDITIONS
6.1 General Compliance. The Borrower agrees to comply
with all applicable federal, state, county, and municipal laws,
ordinances, resolutions, rules, policies, and regulations ("Laws")
governing the Funds provided under this Agreement.
6.2 Independent Contractor. Nothing contained in this
Agreement is intended to, or shall be construed in any manner, as
creating or .establishing the relationship of employer and employee
between the parties. The Borrower shall at all times remain an
independent contractor with respect to the services to be performed
under this Agreement. The City shall be exempt from payment of all
970221 syn 0071128
3
unemployment compensation, FICA, retirement, life and/or medical
insurance and workers’ compensation insurance as the Borrower is an
independent contractor.
6.3 Hold Harmless. The Borrower shall-hold harmless,
defend and indemnify the City, its council members, officers and
employees from any and all claims, actions, suits, charges.and
judgments whatsoever that arise out of the Borrower’s performance
or nonperformance of the Services or subject matter called for in
this Agreement.
6.4"~ Insurance and Bonding. The Borrower, at its sole
cost and expense, shall obtain and maintain during the term of this
Agreement, insurance as more fully described in Exhibit B which is
incorporated herein by reference and made a part of this Agreement.
The Borrower shall comply with the bonding and insurance
requirements of Attachment B of OMB Circular A-II0,~ Bonding and
Insurance.
6.5 Grantor Recognition. The Borrower shall ensure
recognition of the role of the grantor agency in providing services
through this Agreement. All activities, facilities and items
utilized pursuant to this Agreement shall be prominently labeled as
to funding source. In addition, the Borrower will include a
reference to the support provided herein in all publications made
possible with Funds made available under this Agreement.
6.6 Amendments. The parties may amend this Agreement at
any time provided that such amendments make specific reference to
this Agreement, and are executed in writing, and signed by their
duly authorized representatives. Such amendments shall not
invalidate this Agreement, nor relieve or release any party from
its obligations under this Agreement. At any time during the term
of this Agreement, the City, in its discretion, may amend this
Agreement to conform with federal~, state or local governmental
guidelines, policies and available funding~amounts, or for any
other reasons. If such amendments result in a change in the
funding, the scope of services, or schedule of, the activities to
be undertaken as part of this Agreement, such modifications will be
incorporated only by written amendment signed by the parties.
6.7 Suspension or Termination.
6.7.1 Either party may terminate this Agreement at
any time by giving written notice to- the other party of such
termination and specifying the effective date thereof at least 30
days before the effective date of such termination. Partial
termination of the scope of Services described in Exhibit "A" may
only be undertaken with the prior approval of the City. In the
event of any termination for convenience, all finished or
unfinished documents, data, studies, surveys, maps, models,
photographs, reports or other material prepared by the Borrower
under this Agreement shall at the option of the City become the
property of the City, and the Borrower shall be entitled to receive
9702~21 s,cn 0071128
4
just and equitable compensation for any satisfactory work completed
on such documents or materials prior to the termination.
6.7.2 The City may also suspend or terminate this
Agreement, in whole or in part, if the Borrower materially fails to
comply with any covenant, term, condition, or provision of this
Agreement, or with any of the rules, regulations or provision
referred to herein; and the City may declare the Borrower
ineligible for any further participation in City contracts, in
addition to other remedies as provided by Law. In the event there
is probable cause to believe the Borrower is in noncompliance with
any applicable rules or regulations, the City may withhold up to
fifteen percent~ (15%) of the Funds until such time as the Borrower
is found to be in compliance by the City, or is otherwise
adjudicated to be in compliance.
SECTION 7.ADMINISTRATIVE REQUIREMENTS
7.1 Financial Management.
7.1.1 Accounting Standards. The Borrower agrees .to
comply with Attachment F of OMB Circular A-II0 and agrees to adhere
to the accounting principles and procedures required therein,
utilize adequate internal controls and maintain necessary source
documentation for all costs incurred.
7.1.2 Cost Principles. The Borrower shall administer
its program in conformance with OMB Circulars A-122, "Cost
Principles for Non-Pr0fit Organizations," or A-21, "Cost Principles
for Educational Institutions," as applicable. These’principles
shall be applied for all costs incurred whether charged on a direct
or indirect basis.
7.2 Documentation and Record-Keeping.
7.2.1 Records to be Maintained. The Borrower shall
maintain~all records required by the federal regulations specified
in 24 CFR Section 570.506, and that are pertinent to the activities
to be funded under this Agreement. Such records shall include, but
not limited to:
So Records providing a full description of each
activity undertaken;
Records demonstrating that each activity
undertaken meets aNational Objective of the
CDBG Program;
Records required to determine the eligibility
of activities;
Records required to document the acquisition,
improvement, use or ~disposition of real
property acquired or improved with CDBG
assistance;
9702~1 syn 0071128
e o Records documenting compliance with the fair
housing and equal opportunity component of the
CDBG Program;
Financial records as required by 24 CFR
Section 570.502, and OMB Circular A-II0; and
Other records necessary to document compliance
with Subpart K of 24 CFR Part 570.
7.2.2 Retention. The Borrower shall retain all records
pertinent to expenditures incurred under this Agreement for a
period of three (3) years after the termination of all activities
funded under this Agreement, or after the resolution of all federa!
audit findings,~ whichever occurs later. Records for non-expendable
property acquired with Funds under this Agreement shall be retained
for three (3) years after final disposition of such property.
Records for any displaced person must be kept for three (3) years
after he or she has received final payment. Notwithstanding the
above, if there is litigation, claims, audits, negotiations or
otheractions that involve any of ~the records cited and that have
started before the expiration of the three-year period, then such
records must be retained until completion of the actions and
resolution of all issues, or the expiration of the three-year
period, whichever occurs later.
7.2.3 Client Data. The Borrower. shall maintain client
data demonstrating client eligibility for Services provided. Such
data shall include, but not be limited to, client name, address,
income level or other basis for determining eligibility, and
description of service provided. Such information shall be made
available to the City’s monitors or their designees for review upon
request.
7.2.4 Disclosure. The Borrower understands that client
information coll’ected under this Agreement is private and the use
or disclosure of such information, when not directly connected with
the administration of the City’s or the Borrower’s responsibilities
with respect to Services provided under this Agreement, is
prohibited by the laws of the State of California, unless written
consent is obtained from such person receiving the service and, in
the case of a minor, that of a responsible parent or guardian.
7.2.5 Property Records. The Borrower shall maintain
real property inventory records which clearly identify properties
purchased, improved or sold. Properties retained shall continue to
meet eligibility criteria and shall conform with the "changes in
use" restrictions specified in 24 CFR Section 570.503(b) (8), as
applicable.
9702~1 svn 0071128
7.2.6 National Objectives. The Borrower agrees ~to
maintain documentation .that demonstrates that the activities
carried out with Funds provided under this Agreement meet the CDBG
Program’s national objective of benefitting low and moderate income
persons, as defined in 24 CFR Section 570.208.
7.2.7 Close-Outs. The Borrower’s obligation to the City
shall not end until all close-out requirements are completed.
Activities during this close-out period shall include, but are not
limited to, making final payments, disposing of CDBG Program assets
(including the return of all unused materials, equipment, unspent
cash advances, program income balances, and receivable accounts to
the City), and determining the custodianship of records.
7.2.8 Audits and Inspections. All of the Borrower’s
records with respect to any matters covered by this Agreement shall
be made available to the City, grantor agency, their designees or
the Government of the United States, at any time during normal
business hours, as often as the City or grantor agency deems
necessary, to audit, examine, and make excerpts or transcripts of
all relevant data. Any deficiencies noted in audit reports must be
fully cleared by the Borrower within 30 days after receipt by the
Borrower. Failure of the Borrower to comply with the above audit
requirements will constitute a violation of this Agreement and may
result in the withholding of future payments. The Borrower agrees
to have an annual agency audit conducted in accordance with current
City policy .concerning the Borrower’s audits, and as applicable, OMB
Circular A-133.
7.3 Procedures Concerning Reporting and Payments.
7.3.1 Budgets. The Borrower shall submit a detailed’
budget of a form and content prescribed by the City for its
approval. The parties may agree to revise the budget from time to
time in accordance with existing City policies.
7.3.2 Program Income. The Borrower shall report on a
monthly basis- all program income, as defined at 24 CFR Section
570.500(a), generated by activities carried out with the Funds made
available under this Agreement. The use of program income by the
Borrower shall comply with the requirements set forth at 24 CFR
Section 570.504. By way of further limitations, the Borrower may
use such program income during the term of this Agreement for
activities permitted under this Agreement and shall reduce requests
for additional Funds by the amount of any such program income
balances on hand. All unused program income shall be returned to
the City ~t the end of the term of this Agreement. Any interest
earned on cash advances from the United States Treasury is not
Program Income and shall be remitted promptly to the City.
7.3.3 Indirect Costs. If indirect costs are charged,
the Borrower shall develop an indirect cost allocation plan for
determining the appropriate City share of~administrative costs and
shall submit such plan to the City for approval, in a form
specified by the City.
9702~1 syn 0071128
7
7.3.4 Payment Procedures. The City will pay to the
Borrower Funds available under this Agreement based upon
information submitted by the Borrower and consistent with any
approved budget and City policy concerning payments. With the
exception of certain advances, payments will be made for eligible
expenses actually incurred by the Borrower, and not to exceed
actual cash requirements. Payments will be adjusted by the City in
accordance with advance fund and program income balances available
in the Borrower accounts. In addition, the City reserves the right
to liquidate Funds available under this Agreement for costs
incurred by the City on. behalf of the Borrower.
7.3.5 Progress Reports. The Borrower shall submit
annual progress reports to the City .in the form and content
required by the City. Reports are due by ~uly 15 for the period
ending June 30.
7.4 Procurement.
7.4.1 Compliance. The Borrower shall comply with current
City policy concerning the purchase of equipment and shall maintain
inventory records of all non-expendable personal property as
defined by such policy as may be procured with Funds provided
herein. All program assets, including, without limitation,
unexpended program income, property, and equipment, shall revert to
the City upon termination of this Agreement.
7.4.2 OMB Standards. The Borrower shall procure
materials in accordance.with the requirements of Attachment O of
OMB Circular A-If0, Procurement Standards, and shall .subsequently
follow Attachment N of OMB Circular ALl10, Property Management
Standards, as modified by 24 CFR 470.502(b) (6) covering utilization
and disposal of property.
7.4.3~ Travel. The Borrower shall obtain written
approval from the City for any travel outside the metropolitan area
with Funds provided under this Agreement.
7.4.4 Relocation. The Borrower agrees to comply with
(a) the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970, as amended (URA), and implementing
regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the
requirements of 24 CFR 570.606(c) governing the Residential
Antidisplacement and Relocation Assistance Plan under section
104(d) of the HCD Act; and (c) the requirements in CFR 570.~606(d)
governing optional relocation policies. The Borrower shall provide
relocation assistance to persons (families, individuals,
businesses, nonprofit organizations and farms) that are displaced
as a direct result of acquisition, rehabilitation, demolition or
conversion for a CDBG-assisted project. The Borrower also agrees
to comply with applicable City ordinances, resolutions and policies
concerning the displacement of persons from their residences.
SECTION 8.PERSONNELAND PARTICIPANT CONDITIONS
8.1 Civil Rights.
8.1.1 Compliance. The Borrower agrees to comply with
all federal, state, and local laws, including, without limitation,
Title VI of the Civil Rights Act of 1964, as amended, Title VIII of
the Civil Rights Act of 1968, as amended, Section 104(b) and
Section 109 of Title I of the Housing~and Community Development Act
of 1974, as amended, Section 504 of the Rehabilitation Act of 1973,
the Americans with Disabilities Act of 1990, the Age Discrimination
Act of 1975, Executive Order 11063, and Executive Order 11246, as
amended by Executive Orders 11375 and 12086.
8.1.2 Nondiscrimination. The Borrower will not
discriminate against any employee or applicant for employment
because of race, color, creed, religion, ancestry, national origin,
sex, disability, or other handicap, age, marital status, family
status, or status with regard to public assistance. The Borrower
will take affirmative action to ensure that all employment
practices are free from such discrimination. Such employment
practices include, but are not limited to the following: hiring,
upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff, termination, rates of pay Or other forms of
compensation, and selection for training, including apprenticeship.
The Borrower agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by
the contracting agency setting forth the provision of this
nondiscrimination clause.
8.1.3 Land Covenants. This Agreement is subject to the
requirements of Title VI of the Civil Rights Act of 1964, as
amended, and 24 CFR Part 570.601 and 602. In regard to the sale,
lease, or other transfer of land acquired, cleared or improved with
assistance provided under this Agreement, the Borrower shall cause
or require a covenant running with the land to be inserted in the
deed or lease for such transfer, prohibiting discrimination as
herein definedi~ in the sale, lease or rental, or in the use or
occupancy of such land, or in any improvements erected or to be
erected thereon, providing that the City and the United States are
beneficiaries of and entitled to enforce such covenants. The
Borrower, in undertaking its obligation to carry out the CDBG
Program assisted hereunder, agrees to take such measures as are
necessary to enforce such covenant, and will not itself so
discriminate°
~8.1.4 Section 504. The Borrower agrees to comply with
any federal regulations issued pursuant to .and in compliance with
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), as
amended, which prohibits discrimination against the disabled in any
federally assisted program. ’The City shall provide the Borrower
with any guidelines necessary for compliance with that portion of
the regulations in force during the term of this Agreement°
9702~ 1 syn 0071128
9
8.2 Affirmative Action.
8.2.1 Approved Plan. The Borrower agrees that it shall
be committed to carry out pursuant to the City’s specifications an
affirmative action program in keeping with the principles as
provided in Executive Order 11246 (September 24, 1965). The City
shall provide affirmative action guidelines to the Borrower to
assist in the formulation of¯ such program. The Borrower shall
submit a plan for an affirmative action program for approval prior
to the award of Funds.
8.2.2. Women and Minority Business Enterprises. The
Borrower will use its best efforts to afford minority and women-
owned business enterprises the maximum practicable opportunity
participate in the performance of this Agreement. As used in this
Agreement, the term ’~inoritY and female business enterprise" means
a business at least fifty-one percent (51%) owned and controlled by
minority group members or women. For the purpose of this
definition, "minority group members" are Afro-Americans, Spanish-
speaking, Spanish surname or Spanish-heritage Americans, Asian-
Americans, and American Indians. The Borrower may rely on written
representations by businesses regarding their status as minority
and female business enterprises in lieu of an independent
investigation.
8.2.3 Access to Records. The Borrower shall furnish and
cause each of its contractors or subcontractors to furnish all
information and reports required hereunder and will permit access
to its books, records and accounts by the City, HUD or its agent,
or other authorized federal officials for purposes of investigation
to ascertain compliance with rules, regulations and provisions
stated herein.
8.2.4 Notifications. The Borrower will send to each
labor union or representative of workers with which it may have a
collective bargaining agreement or other contract or understanding,
a notice, to be provided by the agency contracting officer,
advising the labor union or worker’s representative of the
Borrower’s commitments hereunder, and shall post copies of the
notice in conspicuous places available to employees and applicants
for employment.
8.2.5 EEO/AA Statement. The Borrower will, in all
solicitations or advertisements for employees placed by or on
behalf of the Borrower,’ state that it/is an Equal Opportunity or
Affirmative Action Employer.
8.2.6 Subcontract Provisions. The Borrower will include
the provisions of Sections 8.1 and 8.2 in every subcontract or
purchase order,~ specifically or by reference, so that such
provisions will be binding upon each contractor or subcontractor or
vendor.
I0
8.3 Employment Restrictions.
8.3.1 Prohibited Activity. The Borrower is prohibited
from using Funds provided herein or personnel employed in the
administration of the CDBG Program for political activities,
sectarian or religious activities, or lobbying, political
patronage, and nepotism activities.
8.3.2 Labor Standards. The Borrower agrees to comply
with the requirements of the Secretary of Labor in accordance with
the Davis-Bacon Act, asamended, the provisions of Contract Work
Hours, the Safety Standards Act, the Copeland "Anti-Kickback" Act
(40 U.S.C. 276a-276a-5; 40 U.S.C. 327 and 40 U.S.C. 276c and all
other applicable Laws pertaining to labor standards insofar as
those acts apply to the performance of this Agreement. The Borrower
shall maintain documentation which demonstrates compliance, with
the hour and age requirements of this part° Such documentation
shall be made available to the City for review upon request.
The Borrower agrees that, except with respect to the
rehabilitation or construction of residential property containing
less than eight (8) units, all contractors engaged under contracts
in excess of $2,000 for construction, renovation or repair of any
building or work financed, in whole or in part, with assistance
provided under this Agreement, shall comply with the federal
requirements adopted by the City pertaining to such contracts and
with the applicable requirements, of the regulations of the
Department of Labor, under 29 CFR Parts I, 3, 5 and 7 governing.
the payment of wages and ratio of apprentices and trainees to
journeymen; provided, that if wage rates higher than those required
under the regulations are imposed by state or local laws, nothing
hereunder is intended to relieve the Borrower of its obligation, if
any, to require payment of the higher wage. The Borrower shall
cause or require to be inserted in full, in all such contracts
subject to such regulations, provisions meeting the requirements of
this paragraph.
8.3~3 "Section 3" Clause.
a°Compliance with the provisions of "Section 3"
regulations set forth in 24 CFR Part 135, and
all applicable rules and orders issued
hereunder prior to the execution of this
Agreement, shall be a condition of the federal
financial assistance provided under this
Agreement and binding upon the City, the
Borrowerand any contractor or subcontractor.
Failure to fulfill these requirements shall
subject the City, the Borrower and any
contractor or subcontractor their successors
and assigns, to those sanctions specified by
the-agreement through which federal assistance
is provided. The Borrower certifies and
970221 syn 0071128
11
agrees that no contractual or other disability
exists which would prevent compliance with
these requirements.
The Borrower further agrees to comply with
these "Section 3" requirements and to include
the following language in all subcontracts
executed under this Agreement:
"The work to be performed under this agreement
is a project assisted under a program
providing direct federal financial assistance
from HUD and is subject to the requirements of
Section 3 of the Housing and Urban Development
Act of 1968, as amended, 12 U.S.C. 1701.
"Section 3" requires that to the greatest
extent feasible opportunities for training and
employment be given to low and very low income
residents of the project area and contracts
for work in connection with the project be
awarded to business concerns that provide
economic opportunities for low and very low
income persons residing in the metropolitan
area in which the ~project is located."
The Borrower further agrees to ensure that
opportunities for training and employment
arising in .connection with a housing
rehabilitation (including reduction and
abatement of lead-based paint hazards),
housing construction, or other public
construction project are given to low and very
low income persons residing within the
metropolitan area in which the CDBG-funded
projec£ is located; where feasible, priority
should be given to low and very low income
persons within the service area of the project
or the neighborhood in which the project is
located, and to low and very low income
participants in other HUD programs; and award
contracts for work undertaken in connection
with a housing rehabilitation (including
reduction and abatement of lead-based paint
hazards), housing, construction, or other
public construction project are given to
business concerns that provide economic
opportunities for low and very low income
persons residing within the metropolitan area
in which the CDBG-funded project is located;
where feasible priority should be given to
business concerns which provide economic
opportunities to low and very low income
residents within the service area of the
12
neighborhood in which the project is located,
and to low and very low income participants in~
other HUD programs.
The Borrower certifies and agrees that no
contractual or .other legal incapacity exists
which would prevent compliance with these
requirements.
The Borrower agrees to send to each labor
organization or representative of workers with
which it has a collective agreement or other
contract or understanding, .if any, a notice
advising the labor organization or worker’s
representative of its commitments under this
"Section 3" clause and shall post copies of the
notice in conspicuous places available
employees and applicants for employment or
training.
The Borrower will include this "Section 3"
clause in every subcontract and will take
appropriate action pursuant to the subcontract
upon a finding that the contractor or
subcontractor is in violation~of regulations
issued by the grantor agency. The Borrower
will not subcontract with any contractor or
subcontractor where it has notice or knowledge
that the latter has been found in violation of
regulations under 24 CFR Part 135 and will not
let any subcontract unless~the contractor .or
subcontractor has first provided it with a
preliminary statement of ability to comply
with the requirements of these regulations.
8.4. Conduct.
8.4.1 Assignability. The Borrower shall not assign or
transfer any inherest in this Agreement without the prior written
consent of the City; provided, however, that claims for money due
or to become due to the Borrower from the City under this Agreement
may be assigned to a bank, trust company, or other financial
institution without such approval. Notice of any such assignment
or transfer shall be furnished promptly to the City.
~ 8.4.2 Hatch Act. The Borrower agrees that no Funds
provided, nor personnel employed under this Agreement, shall be in
any way or to any extent engaged in the conduct of political
activities in violation of Chapter 15 of Title 5 of the United
States Code.
8.4.3 Conflict of Interest. The Borrower agrees to
abide by the provisions of 24 CFR Section 570.611 with respect to
conflicts of interest, and covenants that it presently has no
13
financial interest and shall not acquire any financial interest,
direct or indirect, which would conflict in any manner or degree
with the performance of Services required under this Agreement.
The Borrower further covenants that in the performance of this
Agreement, no person having such a financial interest shall be
employed or retained by the Borrower hereunder. These conflict of
interest provisions apply to any person who is an employee, agent,
consultant, officer, or elected official or appointed official of
the City, or of any designated public agencies or Borrowers which
are receiving Funds under the CDBG Program.
8.4.4 Subcontracts.
The Borrower shall not enter into any
subcontracts with any agency or individual in
the performance of this Agreement without the
written consent of the City prior to the
execution of such subcontracts.
The Borrower will monitor all subcontract
services on a regular basis to assure contract
compliance. Results of monitoring efforts.
shall be summarized in written reports and
supported with documented evidence of follow-
up actions taken to correct areas of
noncompliance.
The Borrower shall cause all of the provisions
of this Agreement in its entirety to be
included in and made a part of any subcontract
executed in the performance of this Agreement.
8.4.5
The Borrower shall undertake to ensure that
all subcontracts let in the performance of
this Agreement shall be awarded on a fair and
open competition basis. Executed copies of
all subcontracts shall be forwarded to the
City along with documentation concerning the
selection process.
Lobbying.
The Borrower hereby certifies that:
No Federal appropriated funds have been paid
or will be paid, byor on behalf of it, to any
person for influencing or attempting to
influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a
Member of Congress in connection with the
awarding of any Federal contract, the making
of any Federal grant, the making of any
Federal .loan, the entering into of any
cooperative agreement, and the extension,
14
continuation, renewal, amendment, or
modification of any Federal contract, grant,
loan., or cooperative agreement;
If any funds other than Federal appropriated
funds have been paid or will be paid to any
person for influencing or attempting to
influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a
Member of Congress in connection with ~this
Federal contract, grant, loan, or cooperative
agreement~ it will complete and submit
Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions;
It will require that the language of paragraph
(d) of this certification be included in the
aware documents for all subawards at all tiers
(including subcontracts, subgrants, and
contracts under grants, loans, and cooperative
~agreements) and that all Borrowers shall
certify and disclose accordingly; and
Lobbying Certification Paragraph d
This certification is a material
representation of fact upon which reliance was
placed when. this transaction was made or
entered into. Submission of this
certification is a prerequisite for making or
entering ~ into this transaction imposed by
section 1352, Title 31, U.S. Code. Any person
who fails to file the required certification
shall be subject to a civil penalty of not
less than $i0,000 and not more than $i00,000
for each such failure.
8.4.6 Copyrights. If this Agreement results in any
copyrightable material, the City or grantor agency, or both,
reserves the right to royalty-free, non-exclusive and irrevocable
license to reproduce, publish or otherwiseuse and to authorize
others to use, the work for government purposes.
8.4.7 ReligiousOrganizations~ The Borrower agrees tha£
Funds provided under this Agreement Will not be utilized for
religious-activities, to promote religious interests, or for the
benefit of a religious organization in accordance with the federal
regulations specified in 24 CFR Section 570.200(j).
SECTION 9o ENVIRONMENTAL CONDITIONS
9.1 Air and Water° The Borrower agrees tocomply with
the following regulations insofar as they apply to the performance
of this Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federal
9702il syn 0071128
15
Water Pollution Control Act, as amended,~ 33 U.S.C. 1251, et seq.,
as amended, 1318 relating to inspection, monitoring, entry,
reports, and information, as well as other requirements specified
in said Section 114 and Section 308, and all regulations and
guidelines issued thereunder; U.S. Environmental Protection Agency
regulations pursuant to 40 CFR Part 50, as amended.
9.2 Flood Disaster Protection. In accordance with the
requirements of the Flood Disaster Protection Act of 1973 (42 USC
4001), the Borrower shall assure that for activities located in an
area identified by FEMA as having special flood hazards, flood
insurance under the National Flood Insurance Program is obtained
and maintained as a condition of financial assistance for
acquisition or construction purposes (including rehabilitation).
9.3 Lead-Based Paint° The Borrower agrees that any
construction or rehabilitation of residential structures with
assistance provided under this Agreement shall be subject to HUD
Lead-Based Paint Regulations at 24 CFR Section 570.608, and 24~CFR
Part 35. Such regulations pertain to all HUD-assisted housing and
require that all owners, prospective owners, and tenants or
properties constructed prior to 1978 be properly noticed that such
properties may include lead-based paint. Such notification shall
point out the hazards of lead-based paint and explain the symptoms,
treatment and precautions that should be taken when dealing with
lead-based paint poisoning and the advisability and availability of
blood level screening for children under seven. The notice should
also point out that if lead-based paint is found on the property,
abatement measures may be undertaken.
9.4 Historic Preservation. The Borrower agrees to
comply with the historic preservation requirements set forth in the
National Historic Preservation Act of 1966, as amended (16 U.S.C.
470) and the procedures set forth in 36 CFR Part 800, Advisory
Council on Historic Preservation Procedures for Protection of
Historic Properties, insofar as they apply to the performance.of
this Agreement. In general, this requires concurrence from the
State Histor±c ’Preservation Officer for all rehabilitation and
demolition of historic properties that are fifty years old or older
or that are included on a federal, state, or local historic
property list.
SECTION i0.SEVERABILITY
If any provision of this Agreement is held invalid, the
remainder of the Agreement shall not be affected thereby and all
other par~s of this Agreement shall nevertheless be in full force
and effect.
9702~1 svn 0071
16
EXHIBIT "A"
COMMUNITY HOUSING, INC.
AUTOMATIC AND SMOKE DOOR INSTALLATION PROJECT
SCOPE OF SERVICES
Community Housing, Inc., DBA Lytton Gardens I and II, is a non-profit organization
providing affordable housing for low income seniors. The facilities, located at 656 Lytton
Avenue and 649 University Avenue in Palo Alto, provide approximately 318 units of senior
housing, including both independent and assisted living units. With funding from the
Community Development Block Grant Program of the City of Palo Alto, common area
doorways will be equipped with power-assisted automatic door openers, and elevator doors
will be equipped with smoke doors to prevent the flow of smoke through the building in case
of fire. ~
The major tasks which Lytton Gardens will perform in connection with the common area
improvements include, but are not limited to the following:
Provide and install electric door. strikes, key switches, and microwave sensor opening
devices tO approximately 16 existing common area interior doors
Provide and install doors controlled by smoke activated hold open door devices at 2
elevators on 5 stops
Competitive Bid Proce~
Community Housing, Inc. shall insure that all contracts and subcontracts let in the
performance of the Project shall be awarded on a fair and open competition basis, and in
accordance with Federal procurement standards. Executed copies of all contracts shall be
forwarded to the CITY along with documentation concerning the bid selection process.
Labor Standards
Lytton Garden’s contractors and subcontractors shall comply with the Federal Davis-Bacon Act
wage requirements, Contract Work Hours and Safety Standards Act, the Copeland Anti-
Kickback Act, and all other .applicable Federal, state and local laws and regulations pertaining
to labor stand._ards insofar as those acts apply to the performance of this Agreement.
Women/Minority Owned Businesse,~
Lytton Ga]’dens will use its best efforts to afford minority and women-owned business
enterprises the maximum practicable opportunity to participate in the contracts let in the
performance of the Project.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
CITY 0F PAL0 ALTO
Mayor
ATTEST:
Fed. I.D.94-2264235
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
City Manager
Director of Planning and
Community Environment
Deputy City Manager,
Administrative Services
Risk Manager
Attachments:EXHIBIT
EXHIBIT
EXHIBIT
CONTRACT SCOPE OF SERVICES
INSURANCE REQUIREMENTS
PROMISSORY NOTE
17
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF CALIFORNIA )
)
COUNTY ~0F SANTA CLARA)
On X4~¢I/ ~, /~ 7 , before me, the undersigned, a
notary public in and for said County, personally appeared
personally known to me
sa2~is4~3~4~r.~s~4~er~ to be the person(~ whose name(s) is/~
subscribed to the within instrument, and acknowledged to me that
~/she/~ executed the same in ~/ her/t~ authorized
capacity(~), and that by ~/her/~r signature(~) on the
instrument the person(~ , or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
970221 s,cn 0071128
18
Repo~ts_andSubmittals
Lytton Gardens shall maintain client data demonstrating client eligibility for services provided.
A report stating the number of clients served by the Facility, and the age; ethnicity and
number of clients who are low and very low income, shall be submitted to CITY on an annual
basis for the duration of five years from the date of this Agreement. This report shall be due
by August 31 of each year and shall cover the immediately preceding fiscal year.
To remain an eligible activity under this Agreement at least 51% of the clients served must be
of very low or low income, or included in a "presumed benefit" category in accordance with
Community Development Block Grant regulations.
Community Housing, Inc. wil! perform an annual agency audit conducted in accordance with
OMB Circular A-133.
EXHIBIT "B"
INSURANCE REQUIREMENTS
FIRE AND EXTENDED COVERAGE Insurance, to cover not less than One Hundred Percent
(100%) of the replacement cost of all insurable improvements within or upon the Property, shall
be obtained upon completion of the Project’s construction. Such policies shall include water
damage and debris cleanup provisions
The following policies of insurance maintained by Borrower shall provide the following limits
and coverages:
POLICY MINIMUM LIMITS OF LIABILITY
Worker’s Compensation Statutory
Comprehensive Automobile Liability
(including owned, hired, and non-owned
automobiles)
$1,000,000 Bodily Injury ca. person
$1,000,000 Bodily Injury ca. occurrence
$1,000,000 Property Damage ca. occurrence
Comprehensive General Liability
(including products and completed
operations, broad form contractual,
and personal injury.
$1,000,000 Bodily Injury ca. person,
$1,000,000 Bodily Injury ca. occurrence
$1,000,000 Bodily Injury aggregate
$1,000,000 Property Damage ca. occurrence
Any deductibles or self-insured retentions must be declared to and approved by the City. At the
option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its officers, officials, employees and volunteers; or the
Subrecipient shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Insurance shall be in full force and effect commencing on the first day of the term of this
Agreement. Each insurance policy required by this Agreement shall contain the following
clauses:
"This insurance shall not be suspended, voided, canceled, reduced in coverage or
in limits except after thirty (30) days written notice has been given to the City by
certified mail, return receipt requested."
"All rights of subrogation are hereby waived against the City and the members of
"~he City Council and elective or appointive officers or employees, when acting
within the scope of their employment or appointment."
"The City, its officers, officials, employees, agents and volunteers are to be
covered as insureds as respects: liability arising out of activities performed by or
on behalf of the Subrecipient; products and completed operations of the
Subrecipient; premises owned, occupied or used by the Subrecipient; or
automobiles owned, leased, hired or borrowed by the Subrecipient. The coverage
shall contain no special limitations on the scope of protection afforded to the City,
its officers, officials, employees, agents or volunteers."
"It is agreed that any insurance maintained by the City of Palo Alto will apply in
excess of, and not contribute to, insurance provided by the Subrecipient."
"Any failure to comply with reporting or other provisions of the policies
including breaches of warranties shall not affect coverage provided to the City, its
officers; officials, employees, agents or volunteers."
"Insurance shall apply separately to each insured against whom claim is made or
suit is brought, except with respect to the limits of the insurer’s liability."
All insurance coverage required under this Agreement shall be provided through carriers with a
Best’s Key Rating Guide rating of A:X or higher that are admitted to do business in the State of
Califomia, The certificate(s) of insurance evidencing such coverage shall be completed and
executed by an authorized representative of the Company providing insurance, and shall be filed
with and approved by the City.
c:suz\insure.frm
EXHIBIT "C"
PROMISSORY NOTE
$56,518.00 Date:
Palo Alto, California
FOR VALUE RECEIVED, COMMUNITY HOUSING, INC., a corporation
organized under the Nonprofit Public Benefit Corporation Law of the
State of California ("BORROWER"), promises to pay to the order of
the City of Palo Alto, a charter city and a municipal corporation
("CITY"), the principal sum of Fifty-Six Thousand Five Hundred
Eighteen Dollars ($56,518) at the office of Revenue Collections of
the City of Palo Alto, 250 Hamilton Avenue, P. O. Box 10250, Palo
Alto, CA 94303~ or at such other place as CITY may from time to
time designate, with interest from the date of this PROMISSORY NOTE
¯ ("Note"), until paid, at the rate of three percent (3%) per year on
the unpaid principal balance.
This Note is made in connection with an agreement entitled
"AGREEMENT BETWEEN THE CITY OF PALO ALTO AND COMMUNITY HOUSING,
INC. FOR RENOVATIONS TO LYTTON GARDENS I AND II FOR 1993-1994
COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS ("Agreement"). The Agreement
provides that BORROWER is the recipient ofcertain Community
Development Block Grant ("CDBG") funds designated for certain
renovation costs at Lytton Gardens I and II, low-income senior
residential facilities.
Any amounts advanced under this Note shall, at the option of CITY,
become immediately due and payable upon the occurrence of any of
the following: (a) the failure by BORROWER to commence and
complete the project of services or to complete the scope of
services set forth in the Agreement within a period of one (I) year
after the date of the Agreement; (b) the sale, transfer, or
other disposition by BORROWER of the Facilities without the prior
written consent of CITY prior to the expiration of a period of five
(5) years after the date of the Note; (c) a use by BORROWER of
the Facility, prior to the expiration of a period of five (5) years
after the date of the Note, which violates the applicable.
provisions of CITY’s Charter, ordinances, or regulations, or which
is not an "eligible activity" under the CDBG Program of the Housing
and Community Development Acts of 1974 and 1977, as amended, and
the regulations issued pursuant thereto by the United States
Department of Housing and Urban Development, or successor agency;
and (d) an uncured default under the Agreement, this Note, or the
Deed of Trust. Subject to the terms of the Agreement, the entire
principal balance shall be considered paid in full if, on
February i, 2002, the contingencies set forth in subparagraphs (a),
(b), (c) and (d) above have not occurred.
970221 syn 0071133
1
BORROWER, any endorser of thisNote, and any others who may become
liable for~all or any part of the obligations evidenced by this
Note may prepay all or any portion of the principal sum of this
Note, without penalty. Any and all payments made hereunder shall
be credited, first, on the interest then due and, the remainder, on
the principal balance, and interest on the principal balance so
credited shall thereupon cease.
BORROWER, any endorser of this Note, and any others who may become
liable for all or any part of the obligations evidenced by this
Note or this Note, as amended, hereby individually waive demand,
presentment for payment, demand and protest, notice of protest,
demand, and of dishonor and non-payment, and consent to any number
of extensions or renewals of time hereof. Any such extensions or.
renewals may be made without notice to any of the obligated parties
and without affecting their liability. The pleading of any statute
of limitations as a defense to any demand against BORROWER is
expressed waived by BORROWER. If BORROWER consists of more than
one person ~or individual, each person or individual shall be
jointly and severally liable under this Note.
BORROWER shall not further encumber, mortgage or subject the
Facility, or the real property on which it is located, or any
interest therein, to a deed of trust, mortgage, indenture, or other
document of legal encumbrance (individually, "Encumbrance" and
join£ly, "Encumbrances") without the prior written consent of CITY.
Unless CITY shall expressly agree otherwise, in writing, any
Encumbrance affecting the Facility shall provide that, in the event
of any default or breach by BORROWER under ~any Encumbrance
entitling any party thereunder to accelerate the indebtedness
secured thereby and foreclose upon the Facility, ~(i) CITY shall
have the right, but not the obligation, to cure the default prior
to the completion of any foreclosure and reinstate the Encumbrance;
or (2) pay the total unpaid indebtedness secured by such
Encumbrance, in iwhich event, such Encumbrance shall be released,
cancelled, or otherwise reconveyed.
Any amounts expended by CITY under the contingencies set forth in
(i) or (2) of the preceding paragraph shall be~ reimbursed by
BORROWER upon demand of CITY therefor, and, in any event, shall
bear interest at the maximum rate permitted by Article XV, Section
1(2) of the California Constitution, as may be amended from time to
time, from the date such amounts were advanced by CITY until paid
by BORROWER in full. All such amounts, .including interest and any
penalty authorized under the Agreement, this Note, or the Deed of
Trust, shall be added to the principal of this Note. The approval
by BORROWER of any Encumbrance, and the placing of a security
interest therefor on the Facility, or any portion thereof, not
containing the provisions of the preceding paragraph and this
paragraph shall constitute a default under this Note.
If any default is made hereunder, BORROWER further promises to pay
reasonable ~attorneys’ fees and costs and expenses incurred by CITY
in connection with any such default or any other action or other
proceeding brought to enforce any of the provisions of this Note.
CITY’s right to such fees shall not be limited to or by its
representation by staff attorneys of CITY’s Office of the City
Attorney, and such representation shall be valued at the customary
and reasonable rates for private sector legal services.
The relationship of CITY and BORROWER evidenced by this Note shall
be deemed to be one of creditor and debtor and not of partnership
or joint venture.
This Note may not be modified or amended .except by an instrument in
writing which expresses such intention of the parties sought to be
bound thereby, and such writing shall be firmly attached to this
Note and made a part thereof.
Any failure of CITY or other holder to exercise any rights under
this Note shall not constitute a waiver of such rights or of any
other rights under this Note.
This Note shall be governed by and construed in accordance with the
laws of the State of California.
To the extent assignment of this Note is permitted by CITY, the
terms of this Note shall apply to, inure to the benefit of, and
bind all of the parties thereto, their heirs, successors and
assigns.
EXECUTED BY BORROWER on the date first above written.
COMMUNITY HOUSING
By:
Name:
Title:
Address:437 Webster Street
Palo Alto, CA 94301
97022’1 syn 0071133 ’
3