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Staff Report 278-07
TO:HONORABLE CITY COUNCIL FROM: DATE: SUBJECT: CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT JULY 9, 2007 CMR: 278:07 APPROVAL OF AN AGREEMENT IN THE AMOUNT OF $86,575 WITH LYTTON GARDENS, INC. FOR FUNDS ALLOCATED DURING FISCAL YEAR 2005/06 UNDER THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM RECOMMENDATION Staff recommends that the City Council approve, and authorize the City Manager or his designee to execute the attached agreement in the amount of $86,575 with L?Cton Gardens, Inc. for a bathroom countertop and sink renovation project at the skilled nursing facility located at 437 Webster Street in Palo Alto. BACKGROUND The Ly-tton Gardens Health Care Facility opened in 1986, and there have been no significant improvements to the rooms since they were originally built. Lytton Gardens is one of the few skilled nursing facilities in the area that takes MediCal patients. Lytton Gardens, Inc. provides nursing care, long-term care and rehabilitation services for up to 137 patients. Most of the patients are elderly or have disabilities, and approximately 58% are very-low income. Lytton Gardens, Inc. applied for and received an award of $86,575 in fiscal year 2005/06 CDBG funds to replace the sinks, countertops and ~ab bars in the long-term care rooms occupied by low-income elderly. The renovations will improve the accessibility and functionality of the area for the fl’ail residents. DISCUSSION Economic and Social Opportunities (ESO) were originally going to provide project management and oversight services to Lytton Gardens for this project. Unfortunately, ESO was declared a "high risk" agency by the State of California, and they are currently not capable of performing this task. Lytton Gardens will now provide their own project management services with assistance from City CDBG staff. CMR: 278:07 Page 1 of 2 Although CDBG fimds have previously been awarded for rehabilitation work at the Ly~on Gardens residential facilities, this is the first time that funds have been awarded to the health care portion of the facility. Rehabilitation of a public facility is an eligible activity under CDBG regulations as long as a requisite number of the residents are low-income. The floors to be rehabilitated would be those that accommodate long-term care residents, the majority of whom are low or very-low income. RESOURCE IMPACT The $86,575 cost of the agreement will be funded with federal CDBG funds provided through the U.S. Department of Housing and Urban Development (HUD). Repayment of the loan will not be required unless the property is sold or the use is changed without City consent, prior to the end of the 30-year affordability restriction in 2037. POLICY IMPLICATIONS There are no policy implications. ENVIRONMENTAL REVIEW HUD environmental regulations for the CDBG program are contained in 24 CFR 58 "Environmental Review Procedures for Title I Community Development Block Grant Programs." The Ls~on Gardens Health Care Facility’s bathroom countertop and sink renovation project is determined to be Categorically Excluded under the National Enviromnental Policy Act (NEPA). ATTACHMENTS Attachment A: Agreement between the City of Palo Alto and Ls~ton Gardens, Inc. for the bathroom countertop and sink renovation project at L?~ton Gardens Health Care Facility. Prepared by: Suzamle~ a:ley C~BG Co tra lanner Department Head: ~ STEVE ~19ISLIE, Director Planning and Community Environment City Manager Approval: ~’~’~,v~ 6~/’~’) ~ EMILY HARRISON Assistant City Manager cc: Lyt-ton Gardens, Inc. CMR: 278:07 Page 2 of 2 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND LYTTON GARDENS, INCo FOR FUNDS ALLOCATED DURING FISCAL YEAR 2005/06 UNDER THE COMI4UNITY DEVELOPMENT BLOCK GRANT PROGRAM This Agreement No. is entered into , 2007, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("City"), and LYTTON GARDENS, INC., a corporation duly organized and existing under the Nonprofit Corporation Law of the State of California ("LGI") . RECITALS: k~EREAS, 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 9~EREAS, LGI is a private non-profit organization which provides nursing care, !ong-term care, and rehabilitation services for the elderly and those with disabilities; and ~r~EREAS, LGI has requested funds to rehabilitate 27 countertop lavatories at LGI’s skilled nursing facility (the "Project") located at 437 Webster street, Palo Alto, California which is owned by LGI. ~qiEREAS, City wishes to lend funds to LGI for the purposes set forth in this Agreement, and any exhibits thereto; and Z~EREAS, City has approved and authorized the provision of up to Eighty-Six Thousand Five Hundred Seventy-Five ($86,575) drawn from FY 2005/06 CDBG funds for the purposes and under the terms contained herein; and WHEREAS, the City neither warrants or makes any representations as to the quality, method or adequacy of the work products or services to be provided to LGI under the terms and conditions of this Agreement,except with respect to compliance with Federal Regulations. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions set forth in this Agreement, the parties agree: 070619 syn 0120241 SECTION i.TER~ i.i Time of Performance. This Agreement shall commence on the day above written and terminate on June 30, 2037. The term of this agreement and the provisions herein shall be extended to cover any additional time period during which LGI remains in control of Funds or other assets including program income. SECTION 2.SCOPE OF SERVICE 2.1 Activities.LG! shall rehabilitate the countertop lavatories at the Lytton Gardens Skilled Nursing Facility at 437 Webster Street in Palo Alto (~Project~), as more fully described in Exhibit "A" which is incorporated herein by reference and made a part of this agreement. 2.2 Provision of Funds. The City agrees to make a loan to LGI of the principa! amount of Eighty-Six Thousand Five Hundred Seventy Five Dollars ($86,575) drawn from its CDBG funds for the rehabilitation of the Lytton Gardens Skilled Nursing Facility as shown on the attached scope of services ("Exhibit A") . The rehabilitation will include new countertops, sink and a grab bar in 27 bathrooms. In the event that the amounts payable by LGI, to any and all sources for the Project costs shal! exceed the sum $86,575, then LGI shall be solely responsible for paying any and al! amounts in excess of $86,575 and the City shall not be obligated to loan any amount in excess of the commitment set forth herein. City shall make funds available on the following basis: (1)City has reviewed and approved the bidding process and the contract for the rehabilitation work; and (2)LGI has provided City with a copy of the actual invoice(s) for work done and performed in accordance with this Agreement; (3)Project is in compliance with all Federal, State and City Rules and Regulations. 2.3 Performance Monitoring. The City wil! monitor the performance of LGI against goals and performance standards required herein. CITY will retain a consultant who will monitor labor to be performed pursuant to this Agreement according to 070619 syn 0120241 2 Davis-Bacon Act standards ("Consultant") CITY will be responsible for directing all work to be performed by Consultant,and Consultant will report directly to CITY.LGI agrees that CITY shall charge the cost of the Labor Monitoring Consultant against the project funds. Total cost for such labor monitoring services will not exceed Five Thousand Dollars ($5,000) and wil! be paid from the project funds. Any unexpended funds, after payment of al! labor monitoring costs, may be used by LGI for project construction costs. Substandard performance as determined by the City will constitute non- compliance with this Agreement. If action to correct such subszandard performance is not taken by LGI within a reasonable period of time after being notified by the City,contract suspension or termination procedures wil! be initiated. SECTION 3. T~R,~/qSFER OF FUNDS .~!qD SECURITY 3.1. City Loan. City shal! pay to LGi a sum of money in an amount not to exceed Eighty-Six Thousand Five Hundred Seventy Five Dollars ($86,575) for the purposes set forZh in Section 2 and Exhibit "A". This shal! be a simple interest, noncompounding !oan with interest at 3 percent (3%) per annum. It is agreed and understood that the !oan shal! be nonamortizing, and all payments of interest and principal shall be deferred unti! July i, 2037 as long as Borrower continues to comply with all terms and conditions of this Agreement. Both principal and accrued interest shall be forgiven by the City on July !, 2037 if Borrower has satisfactorily complied with al! terms and conditions of this Agreement. If at any time any of the above conditions are not met, City has the right to demand repayment of the Eight-Six Thousand Five Hundred Seventy Five Dollars ($86,575), plus all accrued interest and any other costs or other amounts due. Payment of such sum shall be evidenced by a promissory note ("Note") secured by a deed of trust, in the form attached hereto as Exhibit "B" and incorporated herein by this reference. The entire sum transferred, and any part of it, shal!, at the option of City, become immediately due and payable upon the occurrence of any of the following conditions: (i The failure by LGI to commence and complete the Project services set forth in this Agreement before the termination date of June 30, 2008; (2 LGI’s breach in performance of the Project or any of the terms of this agreement between City; (3 A use by LGI of the Project, prior to June 30, 2037, which violates the applicable provisions of 07062019 syn O120241 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 (4)An uncured default under this Agreement or the Note. SECTION 4.USE A!%~ OCCUPANCY RESTRICTIONS 4.1 Term of Use and Occupancy Restrictions. These restrictions shall be in effect for the term of this Agreement. 4.2 Use of Property. As of the date of Project Completion, the Property shall be used as a healthcare facility, as defined under Section 92.2 of the Regulations located at 24 CFR Part 92 (the "Regulations"), as amended, at least 51% of whom are Low and Very-Low Income Households. Failure by LGI to maintain the affordability levels and occupancy restrictions required by this Agreement shall be considered a default under this Agreement. SECTION 5.NOTICES 5.1 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 LGI Lytton Gardens, Inc. Attn: Chief Executive Officer 437 Webster Street Palo Alto, CA 94301 070619 syn 0120241 4 SECTION 6.SPECIAL CONDITIONS 6.1 Compliance with Federal Regulations. LGI agrees to comply with the requirements of the Housing and Urban Deve!opment regulations concerning Community Development Block Grants (24 CFR Part 570) and all federa! regulations and policies issued pursuant to these Regulations. LGI further agrees to utilize Funds available under this Agreement to supplement rather than supplant Funds otherwise available. 6.2. National Objectives. LGI certifies that the activities carried out with funds provided under this Agreement will meet the CDBG Program’s National Objective of benefiting low/moderate income persons as defined in 24 CFR, Part 570.208. 6.3 LGI shall procure all subcontractors, consistent with Federal procurement requirements. All bid documents must be reviewed and approved by the City or its designee before being made available to the public. LGI shal! sign a written agreement(s) with selected subcontractor(s), and shal! direct, manage and reimburse all project subcontractors. SECTION 7.GENEKhL CONDITIONS 7.1 General Compliance. LGI agrees to comply with all applicable federal, state, county, and municipa! laws, ordinances, resolutions, rules, policies, and regulations ("Laws") governing the Funds provided under this Agreement. 7.2 Independent Contractor. Nothing contained in this Agreement is intended to, or shal! be construed in any manner, as creating or establishing the relationship of employer and emp!oyee between the parties. LGI 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 unemployment compensation, FICA, retirement, life and/or medical insurance and workers’ compensation insurance as LGI is an independent contractor. 7.3 Hold Harmless. LGI shall hold harmless, defend and indemnify the City, its counci! members, officers and emp!oyees from any and all claims, actions, suits, charges and judgments whatsoever that arise out of LGI’s performance or nonperformance of the Services or subject matter called for in this Agreement. expense, 070619 syn 0120241 7.4 Insurance and Bonding. LGI, at its sole cost and shall obtain and maintain during the term of this Agreement, insurance as more fully described in Exhibit "C" which is incorporated herein by reference and made a part of this Agreement. LGI shall comply with the bonding and insurance requirements of Attachment B of OMB Circular A-II0, Bonding and Insurance. 7.5 Funding Recognition.LG! shall ensure recognition of the role of the City in providing services through this Agreement. All activities,facilities and items utilized pursuant to this Agreement shal! be prominently labeled as to funding source. In addition, LGI will include a reference to the support provided herein in al! publications made possible with Funds made available under this Agreement. 7.6 ~endments. 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 federa!, state or !ocal governmenta! 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 wil! be incorporated only by written amendment signed by the parties. 7.7 Suspension or Termination. 7.7.1 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. If LGI terminates the Agreement, all sums transferred to LGI pursuant to this Agreement and the Note shall become immediately due and payable to City. Partial termination of the Scope of Services described in Exhibit "A" may only be undertaken with the prior approva! of the CITY. 7.7.2 The CITY may also suspend or terminate this Agreement, in whole or in part, if LGI 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 LGI ineligible for any further participation in CITY contracts, in addition to other remedies as provided by Law. In the event there is 070619 syn 0120241 probable cause to believe LGI are in noncompliance with any applicable rules or regulations, the CITY may withhold up to fifteen percent (15%) of the Funds until such time as LGI are found to be in compliance by the City, or are otherwise adjudicated to be in compliance. SECTION 8.~MiNISTRATiVE REQUIREMENTS ii.i Financial Management. 8.1.1 Accounting Standards. LGI agrees to comply with Attachment F of OMB Circular A-I!0 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. 8.1.2 Cost Principles. LGI shall administer its program in conformance with OMB Circulars A-122,"Cost Principles for Non-Profit 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. 8.2 Documentation and Record-Keeping. 8.2.1 Records to be. Maintained. LGI shall maintain al! 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 shal! include, but are not limited to: (a)Records providing a full description of each activity undertaken; (b)Records demonstrating that each activity undertaken meets a National Objective of the CDBG Program; (c)Records required to determine the eligibility of activities; (d)Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; 070619 syn 0120241 (e)Records documenting compliance with the fair housing and equal opportunity component of the CDBG Program; (f)Financial records as required by 24 CFR Section 570.502, and OMB Circular A-I!0; and (g)Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 8.2.2 Retention. LGI shall retain all records pertinent to expenditures incurred under this Agreement for a period of four (4) years after the termination of al! activities funded under this Agreement, or after the resolution of al! federa! audit findings, whichever occurs later. Records for non-expendable property acquired with Funds under this Agreement shall be retained for four (4) years after final disposition of such property. Records for any displaced person must be kept for four (4) years after he or she has received final payment. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four-year period, whichever occurs later. 8.2.3 Client Data. LGI shall maintain confidential records of client data demonstrating client eligibility for services. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and ethnicity. Such information shall be made available to the City’s monitors or their designees for review upon request in order to determine compliance with the Agreement. 8.2.4 Disclosure.LGI understand that client information collected 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 LGI’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. 8.2.5 Property Records. LGI shall maintain real property inventory records which clearly identify properties purchased, improved or sold. Properties retained shal! 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. 070619 syn 0120241 8.2.6 National Objectives. LGI 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 benefiting a minimum of 51% of whom are !ow and moderate income persons, as defined in 24 CFR Section 570.208. 8.2.7 C!ose-Outs. LGi’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 pa}~ents, disposing of CDBG Program assets (including the return of al! unused materials, equipment, unspent cash advances, program income balances, and receivable accounts to the City), and determining the custodianship of records. 8.2.8 Audits and inspections. All of the LGI’s records with respect to any matters covered by this Agreement shal! be made available to the City, grantor agency, their designees or the Government of the United States, at any time during norma! business hours, as often as the City or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. A~.y deficiencies noted in audit reports must be fully cleared by LGI within 30 days after receipt by LGI. Failure of LGI to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. LGI agrees to have an annua! agency audit conducted in accordance with current City policy concerning the LGI’s audits, and as applicable, OMB Circular A-133. 8.3 Procedures Concerning Reporting and Payments. 8.3.1 Budgets. LGI 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. 8.3.2 Program Income. Any income or earnings received by BORROWER which are directly generated from the use of Community Deve!opment Block Grant funds hereinafter "Program Income" shal! be reported by BORROWER to City on a quarterly basis. Al! Program Income shall: (i) be used solely to offset the operating expenses of the activities funded under this Agreement; (2) be subject to all the provisions of this Agreement; and (3) be expended prior to submission of a Request for Reimbursement. Any Program Income on hand when this 070620 syn 0120241 Agreement expires or terminates or any Program Income received after this Agreement expires or terminates, shall be promptly paid to CITY. CITY may, at its option, require remittance of Program Income cash balances at the end of each fiscal year. a. All rents or other payment collected from project tenants during the term of this Agreement shall be used by BORROWER solely to further project activities. b. Rents or other income collected which remains unspent at the end of the term of this Agreement shall be used by BORROWER solely to further project activities or shall be reimbursed to CITY. c. Rents or other income received after the term of this Agreement shall not be subject to this Agreement. 8.3.3 Reversion of Assets. Upon the expiration of this Agreement, Borrower shall transfer to CITY and CDBG Funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG Funds, except as allowed under Section 15, Program Income. Any real estate property under BORROWER’S contro! that was acquired or improved in whole or in part with CDBG Funds in excess of Twenty-Five Thousand Dollars ($25,000) must either be used to meet one of the national objectives in 570.208 for a period of five years or be disposed of in a manner that results in the CITY being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. 8.3.4 Indirect Costs. If indirect costs are charged, LGI shal! 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. 8.3.5 Payment Procedures. The City will pay to LGI funds available under this Agreement based upon information submitted by LGI 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 LGI, 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 accounts. The City shall withhold ten percent (10%) of funds from each reimbursement request from LGI.The ten percent (10%) of withheld funds shall be released at the completion of the 070619 syn 0120241 10 project and when LGI has demonstrated to the City that all CDBG requirements have been met. In addition, the City reserves the right to liquidate Funds available under this Agreement for costs incurred by the City on behalf of LGI. 8.3.6 Progress Reports. LGI shall be responsible for filing periodic reports, including but not limited to monthly activity reports and weekly certified wage payment reports which evaluate the manner in which the project is achieving its goals and objectives according to standards established by City. The report shal! be on forms approved by City and shal! be filed within five (5) days of the request by the City. 8.4 Procurement. 8.4.1 Compliance. LGI shall comply with current City policy concerning the purchase of equipment and shal! maintain inventory records of al! non-expendable persona! 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. 8.4.2 OMB Standards. LGI shall procure materials in accordance with the requirements of Attachment 0 of OMB Circular A-f10, Procurement Standards, and shall subsequently follow Attachment N of OMB Circular A-If0, Property Management Standards, as modified by 24 CFR 470.502(b) (6) covering utilization and disposal of property. 8.4.3 Travel. LGI shall obtain written approval from the City for any travel outside the metropolitan area with Funds provided under this Agreement. 8.4.4 Relocation. LGI agrees to comply with (a) the Uniform Relocation Assistance and Rea! 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 Residentia! Antidisplacement and Relocation Assistance Plan under section 104(d) of the HCD Act; and (c) the requirements in CFR 570.606(d) governing optiona! relocation policies.LGI shal! 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. LGI also agrees to comply with applicable City ordinances, resolutions 070619 syn 0120241 11 and policies concerning the displacement of persons from their residences. SECTION 9. PERSONIX~EL AND PARTICIPANT CONDITIONS 9.1 Civil Rights. 9.1.1 Compliance. LGI 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. 9.1.2 Nondiscrimination. LGi will not discriminate against any employee or applicant for employment because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marita! status, familial status, weight or height of such person. LGI will take affirmative action to ensure that all employment practices are free from such discrimination and in compliance with all Federal, State and loca! directives and executive orders regarding nondiscrimination in employment. Such employment practices include, but are not limited to the fol!owing: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation,and selection for training, including apprenticeship. LGI agrees to post in conspicuous places, available to emp!oyees and applicants for employment, notices to be provided by the contracting agency setting forth the provision of this nondiscrimination clause. 9.1.3 Land Covenants. This Agreement is subject to the requirements of Title VI of the Civi! 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, LGI 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 defined, 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. LGI, in undertaking its obligation to carry out the CDBG Program assisted hereunder, agrees to take such 070619 syn 0120241 12 measures as are necessary to enforce such covenant, and will not themselves so discriminate. 9.1.4 Section 504. LGI agrees to comply with any federa! regulations issued pursuant to and in compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), as amended, which prohibit discrimination against the disabled in any federally assisted program. The City shal! provide LGI with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. 9.2 Affirmative Action. 9.2.1 Compliance With California Constitution. Article I, Section 31 of the California Constitution, adopted by the People of the State of California as Proposition 209 in 1996, prohibits the City from discrimination or the grant of preferential treatment on the basis of race, sex,color, ethnicity or nationa! origin in public emp!oyment,public education, and public contracting. Article I, Section 31 (e) provides that nothing in Section 31 shall be interpreted as prohibiting actions which must be taken to establish or maintain eligibility for any federal program where ineligibility would result in a loss of federal funds to the City. The provisions of this Section 9.2 are those necessary to establish and maintain eligibility for federal funds. At such time as any provision of this Section 9.2 is not required to establish and maintain such eligibility, that provision shall be waived by City. If LGI believes any provision of this Section 9.2 should be waived under this Section 9.2.1, LGI shal! provide notice to City in writing, identifying the provision for which a waiver is sought and the lega! basis for the waiver. City shal! respond to the request for waiver within thirty days after notice is received. 9.2.2 Approved Plan. LGI 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 shal! provide affirmative action guidelines to LGI to assist in the formulation of such program. LGI shall submit a plan for an affirmative action program for approval prior to the award of Funds. 9.2.3 Women and Minority Business Enterprises. LGI 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 13 070619 syn 0120241 this Agreement, the term "minority 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. LGI may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 9.2°4 Access to Records. LGI 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. 9.2.5 Notifications. LGI 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 LGI’s commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for emp!oyment. 9.2.6 EEO/AA Statement.LGI will, in all solicitations or advertisements for employees placed by or on behalf of LGI, state that it is an Equal Opportunity or Affirmative Action Employers. 9.2.7 Subcontract Provisions. LGi will include the provisions of Sections 9.1 and 9.2 in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each contractor or subcontractor or vendor. 9.3 Employment Restrictions. 9.3.1 Prohibited Activity. LGI is prohibited from using Funds provided herein or personne! emp!oyed in the administration of the CDBG Program for political activities, sectarian or religious activities, or !obbying, political patronage, and nepotism activities. 9.3.2 Labor Standards. LGI agrees to comply with the requirements of the Secretary of Labor in accordance with the 070619 syn 0120241 14 Davis-Bacon Act, as amended, 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. LGI shal! 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. LGI 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 LGI of its obligation, if any, to require payment of the higher wage. LGI shal! cause or require to be inserted in ful!, in al! such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 9.3.3 "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, LGI and any contractor or subcontractor. Failure to fulfill these requirements shall subject the City, the ESO and any contractor or subcontractor, their successors and assigns, to those sanctions specified by the agreement through which federal assistance is provided. LGI certifies and agree that no contractual or other disability exists which would prevent compliance with these requirements. LGI further agrees to comply with these "Section 3" requirements and to include the following 070619 syn 0120241 15 07062019 syn 0120241 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 Deve!opment 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." LGi further agrees to ensure that opportunities for training and emp!oyment 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 project 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 !ow 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 !ow and very low income persons residing within the metropolitan area in which the CDBG-funded project is !ocated;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 neighborhood in which the project is located, and to low and very low income participants in other HUD programs. 16 LGI certifies and agrees that no contractual or other legal incapacity exists which would prevent compliance with these requirements. (b)LGI 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. (c)LGI wil! 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. LGI wil! 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 wil! 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. 9.4 Conduct. 9.4.1 Assignability. LGi shall not assign or transfer any interest in this Agreement without the prior written consent of the City; provided, however, that claims for money due or to become due to LGI 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 shal! be furnished promptly to the City. 9.4.2 Hatch Act. LGI agrees that no Funds provided, nor personnel employed under this Agreement, shal! 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. 9.4.3 Conflict of Interest. LGI agrees to abide by the provisions of 24 CFR Section 570.611 with respect to conflicts of interest, and covenants that they presently have no financial interest and shal! not acquire any financial interest, 070619 syn 0120241 17 direct or indirect, which would conflict in any manner or degree with the performance of Services required under this Agreement. LGI further covenants that in the performance of this Agreement, no person having such a financial interest shall be employed or retained by LGI 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 LGI’s which are receiving Funds under the CDBG Program. 9.4.4 Subcontracts. (a LGI 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. (b LGI 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. (C LGI 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. (d LGI 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. 9.4.5 Lobbying. LGI hereby certifies that: 070619 syn 0120241 (a)No Federal appropriated funds have been paid or will be paid, by or 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 18 making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment,or modification of any Federa! contract, grant, loan, or cooperative agreement; (b 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 Federa! contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; (c It will require that the language of paragraph (d) of this certification be included in the award documents for al! subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that al! LGI shall certify and disc!ose accordingly; and (d 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. 9.4.6 Copyrights. If this Agreement results in any copyrightable materia!, the City or grantor agency, or both, reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work for government purposes. 9.4.7 Religious Organizations. LGI agrees that Funds provided under this Agreement will not be utilized for religious 19 070619 syn 0120241 activities, to promote religious interests, or for the benefit of a religious organization in accordance with the federa! regulations specified in 24 CFR Section 570.200(j). SECTION i0.ENViRONZ~ENTAL CONDITIONS i0.i Air and Water. LGI agrees to comply with the fol!owing regulations insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federal 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. 10.2 Flood Disaster Protection. In accordance with the requirements of the F!ood Disaster Protection Act of 1973 (42 USC 4001), LGI shall assure that for activities located in an area identified by FEHA 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). 10.3 Lead-Based Paint. LGI 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 Part 35 et seq. as amended. Such regulations, effective September 15, 2000, set requirements for notification, evaluation and reduction of lead- based paint hazards in residential property being assisted with Community Development Block Grant Funds. 10.4 Historic Preservation. LGI agree 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 Historic Preservation Officer for al! rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a federal, state, or loca! historic property list. 070619 syn 0120241 2O SECTION ii. SEVE~ABiLiTY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and al! other parts of this Agreement shall nevertheless be in ful! force and effect. IN WITNESS ~EREOF, 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 FORMs Mayor LYTTON GARDENS, INCo Assistant City Attorney APPRO~-~D~ Assistant City Manager Director of Administrative Services Director of Planning and Com!nunity Environment Insurance Review By Taxpayer I.D. No. 94-2670036 (Compliance .with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": SCOPE OF SERVICES &TIME SCHEDULE PROMISSORY NOTE INSURANCE 070619 syn 0120241 21 State of California u t-oun’y of ~°’..~,L j..: .~ i~> ss. On ~t:: " ~:?:: ....... ~ before me,Dale Name and ~lle of Officer (e.g.. "Jane Doe, ~qo aG’ Public") personally appeared /f,~ ~ame(s) of Signerls) personally known to me ~ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the reformation below is not required by la~,~{, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: ’ Document Date:Number of Pages: Signer(s) Other Than Named Above: Capacity(ies} Ciaimed by Signei’(s) Signer’s Name: ~ Individual ~ Oorporate Officer-- Title(s): -- Partner-- ~ Limited ~ General ~ Attorney in Fact ~_ Trustee ~ Guardian or Conservator ~ Other: Signer Is Representing: Top of ~humb here Signer’s Name: ~ Individual ~ Corporate Officer -- Title(s): ~ Partner--~ Limited ~ General ~ Attorney in Fact ~ Trustee ~ Guardian or Conservator ~ Other: Signer Is Representing: Top of thumb here © 2004 National Notary Association o 9350 De So~o Ave P.O Box 2402 ¯ Chats’t,’orth, CA 9!313-2402 Item NO. 5907 Reorder: Call TelPFree 1-800o876-6827 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF CALIFORNIA COUNTY OF ~_AuTj~-aggL~A n ,~bu~ o ~ ~:~v~. ~ before me, ~[-i%}d ! ~;#{"~m:~ a notary pub~Jic in and for said County, persolally appeared ~ .. ’ (or proved to me on the basis of satisfactory evidence) to be the person~sJ whose name-~s) is/are subscribed to the within instrument, and acknowledged to me that he/s_~ executed the same in his/ -99e~/the~ authorized capacity(zi-esJ-, and that by his/ht~r,-6g-hei-_m signature¢~) on the instrument the person(-~ , or the entity upon behalf of which the persQn(~-) acted, executed the instrument. WITNESS my hand and official sea!. Diego Counfy - 070619 syn 0120241 22 EXHIBIT LYTTON GARDENS, INC. LYTTON GARDENS SKILLED NURSING FACILITY BATHROOM RENOVATION SCOPE OF SERVICES Lytton Gardens, Inc. (LGI) sponsors and provides housing and associated services for Lytton Gardens, a residential and health care facility that serves low-income senior adults. The health care facility located at 437 Webster Street in Palo Alto, consists of a skilled nursing facility with 145 beds. The majority of the patients are !ow-income and receive Medi-Cal benefits. This project consists of renovating 27 bathroom in Lytton Garden’s skilled nursing facility. The existing stand alone sinks and faucets will be replaced by solid surface countertops and skins that will be easier to use by frail, elderly residents.The renovation will bring the bathrooms into ADA compliance.The major tasks that Lytton Gardens, Inc. will perform in connection with the project include, but are not limited to,the following: o Apply for City required permits and/or variances based on proposed renovation of the existing bathrooms. Attend pre-construction conference. Purchase al! equipment necessary for the installation of the new sinks. Remove existing sinks. Replace existing sinks with solid surface countertops, a sink and a grab bar. 070619 syn 0120241 EXHIBIT "A", continued Competitive Bid Process All contracts and subcontracts shall be awarded through a fair and open competitive bidding process. The process shal! be reviewed and approved by City. LYTTON G~EN, INC. wil! 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 this project. Executed copies of all contracts shal! be supplied to City a!ong with documentation concerning the selection process. Prevailing Wage and Federal Labor Standards LYTTON GARDENS, INC., its contractors and subcontractors shall comply with the Federa! Davis-Bacon Act Prevailing Wage requirements including inserting the applicable wage decision into the bid documents, and all contracts awarded under this Agreement. LGI, the selected contractor, and any subcontractors wil! participate in a pre-construction conference with City to review Davis Bacon compliance requirements, including reporting and monitoring. Timeline: The project will attempt to adhere to the following timetable: July 15, 2007 City contract approved by Council August i, 2007 Meeting with City Staff to review project specifications August 5, 2007 City Contract signed September i, 2007 Pre-construction conference September 15, 2007 Start of Construction December 31, 2007 Work Completed 070619 syn 0120241 EXHIBIT "B’~ PROMISSORY NOTE $86,575 Date: Palo Alto, California FOR VALUE RECEIVED, LYTTON GARDENS, 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 Eighty-Six Thousand Five Hundred Seventy-Five Dollars ($86,575) 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 LYTTON GARDENS, INC. FOR FUNDS ALLOCATED DURING FISCAL 2005/06 UNDER THE CO~LTNITY DEVELOPMENT BLOCK GRANT PROGR~!~" ("Agreement"). The Agreement provides that BORROWER is the recipient of certain Community Development Block Grant ("CDBG") funds designated for certain renovation costs at the LYTTON GARDENS SKILLED NURSING facility !ocated at 437 Webster Street, Palo Alto, California. Any amounts advanced under this Note shall, at the option of CITY, become immediately due and payable upon the occurrence of any of the fol!owing: (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 (!) 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 July i, 2037; (c) a use by BORROWER of the Facility, prior to July i, 2037, 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 and this 060615 syn 0120241 Note. Subject to the terms of the Agreement, the entire principal balance shall be considered paid in full if, on July I, 2037, the contingencies set forth in subparagraphs (a), (b), (c) and (d) above have not occurred. 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 may prepay all or any portion of the principal sum of this Note, without penalty. ~y and al! payments made hereunder shall be credited, first, on the interest then due and, the remainder, on the principal balance, and interest on the principa! balance so credited shall thereupon cease. 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 shal! 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 which event, such Encumbrance shall be released, canceled or otherwise reconveyed. 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. .~ny 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. 2 060615 syn 0120241 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. LYTTON GARDENS, INC. By: Name: Title: By : Name: Title: Taxpayer Identification No. Fed. I.D. #94-2670036 (Com.Dliance wizh Co.op.. Code § 313 is required if the entity on whoso behalf this conzract is signed is a corporazion, in the alternative, a certifi~a corporate resolution attesting to the signatory authority of the individ~aa!s signing in their respective capacities is acceptable) 060615 syn 0120241 3 P 0 L i 3 Y HiNiHUK LiH!TS OF LIABiLIrf $!, 300, 000 Boil!’; !njiry each pers:n $i, 30£,00@ Bodily injury each osc=rrence including Produsts and ..... :eted oers,onal Arthur’s? Si,000,000 Bodily injury each oerso~. S!,000,000 Bodily injury each occurrence SI,000,000 Bodily injury aggregate S!,000,000 Promer~y each occurrence approved the CiC,,. At the ooci~n of the either: ~}-~ 4ns4rer shall :e!sce cr e!iminace such<~_~emlo~es or self-insured retenricns as -~=<m=c:s the City, its off{~=~q, :officials and voi~nceers" cr ~he Subr~o~ shall procire a bcnd insurance_~._=<<<,~i be in full force arid =-’~=~÷,_::~,~ ccm_mencing on ~he firs% ~: ~ term :f ~his Agre=m~<~ E=~. i<< ~r,:r~c= policy recui .... ~ }~v ~his sh~i! t:.n<ain the follcwin~ -]~<es: ~_:~ i~sura~ce shall no.=be s~~a~-Ao~.~,~,VDAC~, caFsei~ieQ, reduced in ccverage or in !iKics exsemt af<er chiton (30 days writ9=< +{~= ~ ~-certified mail,....... ......a< oeen given %J ~he -:ty ri-~÷-~.~,_s of subroqation are hereby waized agains: the ~:’~:~~ ~ ’~.~~ .....: ~ and -~_- : ~:aF:~ Erie members of ~Y,= Ci<y room!ibm:e!ec~ive o:aopo:nu=me of£{~ar< or ~ ~ ......,,,=~-~in the scope of %heir "~h= C~C<7, its offi2ers,=; o~o- ...... v:es, and voiln%eers .... Zo be cover~q as ~ <<~red<as ions sf ~he 3ubrecipien~ mremises 3overa:ze ska!! -~-nt.~n no s~ec~al ~ ~m~ta~ior.s on :he scope of mrt%ecrion aff .... ~o %he City, its >fficer=, offi emm!oyees, agents or volsn:eers." "It is agree,~ :_nat any insurance failure ~c ~:~ ~ ~ wi~h _~orr{rs_ ~ sther pr2 ;isi3n<_ ~_p~ psiisies intiia~nm .... ~ es of warranties shall not affect soverage provide/ ts %he City, i~s ~fficers~ officiais, crees a~enu~ or v~iur_~eers " ins m~.~ii acmm~ semarace=y :c each insure/ a~ainst whom limits of %he insurer’s liability." The JUN-!9-28~? 19:34 AON ASSOCIATION SERUiCES P.81 ACORD,. :ROBUCER ~on Assn Services, a Division ~f Affinity Ins. Serviees, Inc 1120 20th St Washington DC 20036 Phone: 800-432-7465 Fax:202-857-0143 INSURED Lytton Gardens SeniorCommunities Inc.437 Webster AvePalo Alto CA 94301 COVERAGES CERTIFICATE OF UABIUTY INSURANCE OP,D D’&TEIMM/DDTYYYY) LYTGAR! | 06/19/07 THIS CERTIRCATE 1S ISSUED AS A ~A~ER OF INFORMAT}ON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, ~TEND OR ALTER THE COVE~GE AFFORDED BY THE POLICIES BELOW, INSURERS AFFORDING COVE~GE ~ NAIC # ~ INSURER C: ~ INSURER D: ~ INSURER E: THE POLICIES OF INSUR.,M’4CE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NO’P,’V~THSTANDING ANY FLEQUIR~.~ENT, TERM OR COND[~QN OF ANY CONTRACT OR O ,THEP. DQCUMENrF W~TH RESPECT TO ’¢,,’HICH THIS CERTIFICATE N’.~Y BE iSSUED OR MAY PERTAIN, THE INSURANCE AEFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND COND~q3ONS OF SUCH POLICIES. AGGREGATE LIMITS SHOV~ MAY HAWE BEEN REDUCED BY PAID CLAIMS. LTR iNSRi~TYPE OF INSURANCE A A ~ x~ COw,GENERAL UABIU ,--y ’,.,ERC,AL OENERAL L,AB,L,, ~ CLAIMS ,~,DE ~ OCCUR ;X: !Profess~nal Liab. ~Emp Bene Li~. ~ GEN’L AGGRE~TE LIMIT ~PLIES PE~ ~~ AUTOMOBILE LIABILI~ ~~’ANY AUTO ~~ ALL OkaYED AUTOS ~NON-OkaYED AUTOS ~ GAUGE LIABILI~~ANY AUTO ~ EXOESS/UMBRELLA LIABILI~ ~ ~ OCC,JR ~ CLAIMS MADE L_~DEDUCTIBLE ~ [ ; REUNION sn/a ~ WORKERS COMPENSATION AND EMPLOYER~ LIABtLI~ ANY PROPRIETO~F~EP~XECUT~’E ~OFFICE’/MEMBER EXCLUDED? tf yes, descrbe under SPECIAL PROVISIONS bebw POLICY NUMBER 20836218~4 208362:1.8&4 208362184~ 2083621889 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS i VEHICLES l EXCLUSIONS ADDED BY ENDORSE~’,~ENT / SPECIAL PROVISIONS Evidence of Insurance POLICY EFFECTIVE l POLICY EXPIRATION ~DATE ~MMJDD/YY} 1 DATE ~MM/DDf~ [UMITS EACH OCCURRENCE j $ i, 000, 000 01/07/07 01/07108 UA~,~.~e-PREMISES (Ea occurance}~ ~00,000 MED ~P (~qy ore p~o~)$5t000 01/07/07 01/07/08 PERSONAL& ADVI~JURY $ I t 000 t 000 01/07/07 01/07/08 GENERAL AGGREGATE ~ 3,000,000 PRODUCTS- COMPIOP AGG ~ $ Included COMBINED SINGLE LIMIT (Ea a~em} BODILY INJURY BODILY INJURY {Per acciden0 :PROPER~" DAMAGE (Pe~ acc~denl} AUTO ONLY - &A ACCIDENT i OTHER T~N & ACC ~ ~UTO o.~:A~ ~c. oocu~NC~ 02/07/0~02/07/08 AGGREGATE ~$ 5,000~000 WC 6TATU- ~ ~TORY L M TS ~ ER , E.L EACHACCIDENT E.L DISUSE - EA EMPLOYEE~ ,,~ E.L. DISUSE - POLICY LIMIT CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO I’a, AIL 3 0 DAYS WRIT’FEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL REPRESENTATIVES. ACORD 25 (2001108) -- © ACORD CORPORATION 1988