HomeMy WebLinkAbout2003-10-14 City Council (4)City of Palo Alto
City Manager’s Report
TO:
FROM:
HONORABLE CITY COUNCIL ~.~
CITY MANAGER DEPARTMENT: PLANNING AND
COMMUNITY ENVIRONMENT
DATE:
SUBJECT:
OCTOBER 14, 2003 CMR: 458:03
APPROVAL OF AN AGREEMENT IN THE AMOUNT OF $111,197
WITH ADOLESCENT COUNSELING SERVICES, INC. FOR
FUNDS ALLOCATED DURJNG FISCAL YEAR 2003/04 UNDER
THE COMMUNITY DEVELOPMENT BLOCK GRANT 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 $111,197 with Adolescent
Counseling Services (ACS) for the rehabilitation of the Caravan House facility at 2361
High Street.
BACKGROUND
ACS owns and operates a group home for teenage girls at the Caravan House site. ACS
applied for fiscal year 2003/04 Community Development Block Grant (CDBG) funding
to assist in rehabilitating the Caravan House site. On May 12, 2003, the Palo Alto City
Council approved allocating $111,197 in fiscal year 2003/04 CDBG funds toward the
Caravan House rehabilitation project.
DISCUSSION
The Caravan House is the only group home of its kind in the City. The house has been
owned and operated by ACS since 1977 and has never had a major rehabilitation. The
rehabilitation will include the replacing the roof, adding a staff bathroom, painting the
exterior, and replacing a gate and fence.
RESOURCE IMPACT
The $111,197 of the agreement will be funded with federal CDBG funds provided
through the U.S. Department of Housing and Urban Development. Repayment of the loan
CMR: 458:03 Page 1 of 2
will not be required unless the property is sold or the program terminated or changed to a
use prior to July 1, 2043 that has not been approved by the City.
POLICY IMPLICATION
The recommendation in this staff report does not represent any change to City policies.
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 Caravan House rehabilitation project meets the conditions specified for
exemption under 24 CFR Part 58.34.
ATTACHMENTS
Attachment A:Agreement Between the City of Palo Alto and Adolescent
Counseling Services, Inc. Concerning the City’s Funding of the
Rehabilitation of the Caravan House Facility at 2361 High Street,
Palo Alto
PREPARED BY:
Eloiza M~’illo-Garcia, Associate Planner-CDBG
APPROVED BY: /,.-_~:- -~j-,...- 1,5~..--
STEPHEN t~"MSLIE,
Director of Planning and Community Environment
CITY MANAGER APPROVAL.’@~ ~
EMILY ~SON, Assistant City Manager
Cc:Adolescent Counseling Services
Citizens Advisory Committee
CMR: 458:03 Page 2 of 2
RECORDING REQUESTED BY AIqD WHEN
RECORDED MAIL TO :
City of Palo Alto
Office of City Attorney
250 Hamilton Avenue
Palo Alto, CA 94301
RECORDED WITHOUT CHARGE.
GOVERNMENT CODE §§ 6103, 27383
SPACE ABOVE .THIS LINE FOR RECOKDER’S USE
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
ADOLESCENT COUNSELING SERVICES,INC.
CONCERNI~G THE CITY’S FUNDING OF THE
REHABILITATION OF THE CARAVAN HOUSE FACILITY
AT 2361 HIGH STREET, PALO ALTO
THIS AGREEMENT is made and entered into on
2003, by and between the CITY OF PALO ALTO, a California municipal
co_~poration ("CITY"), and the ADOLESCENT COUNSELING SERVICES, INC.,
a California non-profit public benefit corporation, with offices at
4000 Middlefield Road, Room FH, Pa!o Alto, Califo~.ia 94301 ("ACS")
in reference to the following facts and circumstances:
I. Since 1977, ACS has owned and operated, the house
located at 2361 High Street, Palo Alto ("Property"), the lega!
description of which is more specifically described in Exhibit
as shared rental housing facilbty for ACS teenage girls who have
been removed from their families because of child abuse and
neglect. ACS has applied for a loan from CITY to cover the
rehabilitation expenses that ACS will incur in rehabilitating the
Property.
2. There is a severe shortage of group homes in Palo
Alto, and nearby areas, and available for use by lower income
teenagers.
3. The expenditure of funds for rehabilitational costs
of existing lower income housing is an eligible activity under the
CDBG Program. The existing and proposed use of the Property is
consistent with CITY’s affordable housing objectives as outlined in
CITY’s United States Department of Housing and Urban Development
("HUD") Consolidated Plan.
4. Pursuant to the provisions of Title I of the Housing
and Community Development Act of 1974, as amended, CITY
appropriated CDBG funds under its fiscal year 2003-2004 budget to
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ACS for the purpose of preserving, through rehabilitation, the
existing use of the Property.
IN CONSIDERATION OF the mutual covenants and agreements
specified herein, and subject to its terms and provisions, the
parties to this Agreement hereby agree as follows:
ARTICLE !-AGREE/KENT COORDINATION
!. ! CITY
CITY’s city manager shall represent CITY for all purposes
under this Agreement. CITY’s director of planning and community
environxnent is designated by the city manager as the project
manager, and his designee shall supervise the progress and
execution of this Agreement.
1.2 ACS
The executive director of ACS shall represent ACS for all
purposes under this Agreement and, as the project director for ACS,
shall supervise the progress and execution of this Agreement.
ARTICLE 2 -PURPOSE OF AGP~E~--%ZENT
The purpose of this Agreement is to set forth the
respective duties and responsibilities of CITY and ACS regarding
the CDBG Program funds to be provided by CITY to ACS hereunder for
ACS’s rehabilitation of the Property.
ARTICLE 3 -PROVISION OF FUNDS
3.1 Payment of funds for rehabilitation expenses
3.1.1 CITY shall loan to ACS the sum of One Hundred
Eleven Thousand One Hundred Ninety-Seven Dollars ($111,197), to be
used in accordance with the terms, covenants, provisions and
conditions of this Agreement and the CDBG Program as further
described in Exhibit "B", "Scope of Services" ACSACS shall
execute and deliver a promissory note in favor of CITY ("Note"), as
set forth in Exhibit "C", in the amount of One Hundred Eleven
Thousand One hundred Ninety-Seven Dollars ($111,197)0 to secure the
performance of al! terms, covenants, provisions and conditions of
this Agreement. Execution thereof shall occur prior to any
disbursement of funds under this Agreement. The Note shall bear
interest at the rate of three percent per annum. Except as Provided
in Article 4.5 herein, no payments of principa! ~nd interest are
required during the term of this Agreement. The Note shall be
secured by a deed of trust ("Deed of Trust") on the Property for
the benefit of CITY, as set forth in Exhibit "D" if ACS at any
time fails to comply with the terms, covenants, provisions and
conditions of this Agreement or the Note,_the Note shall become
immediately due and payable by ACS.
3.2 Additional aqquisition expenses
The maximum amount payable under this Agreement for
acquisition and related transaction expenses shall be One Hundred
Eleven Thousand One Hundred Ninety, Seven Dollars ($111,197). In
the event, for any reason, the amount payable by ACS to any and all
sources for rehabilitation and related expenses exceeds One Hundred
Eleven Thousand One Hundred Ninety-Seven ($111,197), ACS shall be
solely responsible to pay all such excess expenses.
~:~RTICLE 4 -ACS’s STATEMENT OF WORK
4.1 General
As express conditions of acceptance of the loan of
$111,197 in CDBG funds from CITY under this Agreement, ACS agrees
to rehabilitate the Property located at 2361 High Street, Pa!o
Alto.
4.2 Budget, eligible uses of CITY funds
Eligible uses of CDBG Program funds are the costs of
rehabilitation. If CITY determines that the entire $111,197 of
funding authorized by CITY under this Agreement is not needed to
pay for reasonable, necessary and eligible Property rehabilitation
costs as described herein and as approved in advance by the project
manager, then CITY is obligated to disburse only the amount needed
by ACS to compie~e the rehabilitation of the Property.
4.3 Use, occupancy and rent restrictions
ACS shall operate and maintain the Property as a shared
rental housing facility for occupancy by up to six (6) very low-
and low-income children, ages 12-18. Preference for occupancy
shall be accorded to children who have been removed from their
families. ACS acknowledges that ACS’s covenant to comply with and
its actual com.mliance with the provisions of this Section 4.3
hereof is the sole inducement by which CITY is making the Loan to
ACS. in the event of any breach of this Section 4.3 or of any
other covenant or restriction set forth in this Agreement by ACS,
CITY shall have the right to exercise all of its rights and
remedies, and to maintain any action at law or suits in equity or
other tea! property proceedings, including, without limitation,
specific performance, to enforce the covenants and restrictions and
the curing of any breach or violation hereof.
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4.4 Records and reports
ACS shall maintain on a current basis complete records,
including books o.f origina! entry, source documents supporting
accounting transactions, service records, a general ~ledger,
canceled checks, rent rolls, and related documents and records to
assure the proper accounting of funds and performance of the terms
of this Agreement. ACS shall furnish any and all information and
reports which may be required by CITY and HUD in connection with
this Agreement. ACS shal! further permit access to its books,
records and accounts by the representatives and employees of CITY
and HUD during regular business hours, for the purpose of
investigation or audit to ascertain compliance with all applicable
laws, regulations, rules and orders and for the purpose of
evaluating and monitoring ACS’s compliance with the provisions of
this Agreement. All such records shall be retained by ACS andmade
available to CITY and HOD upon request for review or audit for a
period of at least five (5) years following the expiration or
termination of this Agreement.
4.5 Program income - CDBG funds
Program income is defined under the laws and regulations
governing the CDBG Program, including the provisions set forth in
24 CFR 570.500(a). ACS shal! maintain accounting records for each
of its fiscal years to determine the amount of any CDBG Program
income generated under this Agreement from renta! and use of the
Property. ACS shall report and return all CDBG Program income
generated under this Agreement from the Property to CITY in
accordance with all CDBG and HUD laws and regulations, including,
without limitation, those set forth in 24 CFR 570.504, as amended.
Any payments of Program income shall be credited first to
outstanding interest and then to principa! owed on the CITY note.
4.5.1. Any Program income remaining after the payment
of operating, maintenance and repair expenses and the funding of
replacement reserve and operating reserve account deposits as
re_quired under the SIIHRP Agreement shall be used, first, to pay any
deferred interest on the SUHRP note and, then, to pay accrued
interest on the Note made payable to the order of the CITY.
4.6 Uniform administrative requirements - CDBG funds
ACS, as a private non-profit organization receiving CDBG
Program funds as a subrecipient, shall comply with the Uniform
Administrative Requirements as set forth in 24 CFR 570.502(b).
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4
4.7
CDBG funds
Additional requirements and federal assurances -
ACS shall comply with the additional terms and conditions
of this Agreement and the federa! assurances as set forth in
Exhibit "D".
4.8 Insurance
ACS, at its sole cost and expense, shall obtain and
maintain during the term of this Agreement, insurance provided by
responsible companies authorized to engage in the offering of
insurance services in California in such amounts and against such
risks as shall be satisfactory to CITY’s risk manager, including,
without limitation, worker’s compensation, employer’s liability,
commercial general liability, comprehensive automobile liability,
personal injury and property damage insurance, as set forth in
Exhibit "E", as appropriate, insuring against all liability of ACS
and its directors, officers, employees, agents, and representatives
arising out of or in connection with the acquisition and operation
of the Property or ACS’s performance or nonperformance under this
Agreement.
ARTICLE 5 -TERM. AND TERMINATION OF AGRE~T
This Agreement shall commence and be effective on the
date of its execution by CITY, and shall continue for a term of
forty (40) years unless earlier terminated as provided in this
Agreement. If rehabilitation of the Property does not occur on or
before June 30, 2004, including any extension thereof approved by
the project manager, this Agreement may be terminated by CITY.
Prior ~o the start of construction, either party may terminate this
Agreement for convenience in accordance with 24 CFR 85.44, as
amended. CITY may immediately suspend or terminate this Agreement,
in whole or in part, if CONTRACTOR materially fails to comply with
any term, provision, covenant or condition of this Agreement, or
with any of the rules or regulations referred to herein. In such
event, CITY may also pursue any other remedies provided by law,
including those specified under 24 CFR 85.43, as amended. In the
event that this Agreement is terminated for convenience or for
cause, all funds provided to ACS, at the sole option of the project
manager and notwithstanding ~ny other provisions of this Agreement,
the Note or Deed of Trust, shall become due and payable to CITY
upon demand of CITY.
ARTICLE 6 - CONFLICT OF INTEP~ST
ACS covenants that it shall comply with the provisions of
24 CFR 570.611, as amended, concerning conflicts of interest.
Specifically, except for the use of CDBG funds to pay salaries and
other related administrative or personne! costs, no person who is
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030922 syn 0091309
an employee,- agent, consultant, officer or official of ACS who
exercises or has exercised any functions or responsibilities
concerning the activities- under this Agreement, or who is in a
position to participate in a decision making process or gain inside
information with regard to such activities, may obtain a personal
or financial interest or benefit from any such activity, or have an
interest in any contract, subcontract, or agreement with respect
thereto, or the proceeds thereunder, either for him or herself or
for those with whom he or she has family or business ties, during
his or her tenure or for one year thereafter.
ACS further covenants that it presently has no interest
and shal! not acquire any interest, direct or indirect, financial
or otherwise, which would conflict in any manner or degree with the
performance of the services hereunder. ACS also covenants that, in
the performance of this Agreement, no subcontractor or person
having such interest shall be employed by ACS. In addition, ACS
certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of CITY.
ARTICLE 7 -ASSIGNMENT
This Agreement is for the personal services of ACS and
shal! not be assigned without the exp_ress prior written consent of
CITY. Any assignment or attempted assignment shall be void and, at
the sole discretion of CITY, shal! be deemed a material default of
this Agreement by ACS, and the outstanding balance of the Note may
be declared by CITY to be immediately due and payable.
ARTICLE 8 - DEFAULT; REMEDIES FOR DEFAULT
8.1 Events of Default
In addition to any action or inaction which is expressly
declared to be a default under this Agreement, the occurrence of
any of the following shall constitute a default by ACS, provided
ACS has received written notice of default from CITY, and ACS has
failed to cure such default within sixty (60) days of the
occurrence of the same, or, if the default cannot be completely
cured within such period of time, ACS has failed to commence
efforts to cure and continue such efforts to cure within a
reasonable period of time, or where CITY receives notice of ACS’s
default under any other agreement in connection with the financing
of the Property:
(a) A failure by ACS to pay, when due, the unpaid
principal amount, and accrued interest, if any, and any other sums
payable by ACS under this Agreement, the Note, or the Deed of
Trust; or
030922 syn 0091309
(b) A failure by ACS to perform any non-financial
obligation required to be performed-by ACS under this Agreement,
the Note or the Deed of Trust; or
(c) ACS ma~es a representation-in this Agreement which
shall prove to have been false in any material respect; or
(d) ACS applies for or consents to the appointment of a
receiver, trustee, or liquidator, or is unable, or admits, in
wTiting, its inability to pay its debts as they fall due, or makes
a genera! assignment for the-benefit of its creditors, or is
adjudicated a bankrupt or insolvent, or files a voluntary petition
in bankruptcy; or
(e) ACS is subject to the entry of an order, decree, or
judgment approving the reorganization of ACS, and such order,
decree, or judgment is not stayed for a period of more than sixty
(60) days, or such period as may be permitted by law; or
(f) ACS sells, assigns, transfers or encumbers the
Property in a manner inconsistent with the terms of this Agreement
or applicable law, including, without limitation, a sale at a
judicia! foreclosure or nonjudicia! foreclosure, or a transfer in
lieu of foreclosure; or
(g) ACS fails to comply with the covenants, terms and
conditions of the Agreement, including, without limitation, the
failure of ACS to abide by the low-income and very low-income
restrictions set forth in Article 4 of the Agreement; or
(h) ACS terminates the Agreement without cause; or
(i) ACS defaults under its agreement with one or more
lenders, if any, or other agreement for private financing of the
Property, which may be secured by a deed of trust or any other
encumbrance or lien which is senior in priority to the Deed of
Trust.
8.2 Remedies for Default
Upon the occurrence of a default by ACS, CITY shall have
the following rights and remedies, in addition to all other rights
and remedies provided by law, to which CITY may resort
cumulatively, or in the a!te.~native:
(a) Declare the outstanding principal amount of the
Note immediately due and payable to CITY;
(b) Compel ACS’s performance of its obligations under
this Agreement, or perform ACS’s obligations on its behalf;
030922 syn 0091309
(c)
cost; and
Cure any default of ACS-on the behalf of and at its
(d) Notwithstanding any other provision of law relating
to the ac_c!uisition, management or disposal of real property in the
State of California, to engage in the fol!owing:
(i) Possess, operate, complete, lease, rent, renovate,
modernize, insure, or sell for cash or credit, the Property;
(ii) Pursue to final collection by way of compromise or
otherwise all claims against ACS which are assigned by ACS to CITY;
and
(iii) Convey and execute in the name of CITY a!l deeds
of conveyance, deeds of release, assignments and satisfactions of
the deeds of trust, and any other written instrument relating to
real or personal property, or any interest of ACS therein
subsequently acquired by CITY.
ARTICLE 9 -NOTICES
All Notices to CITY or ACS shall be made in writing and
shall be deemed to have been given or made if personally delivered,
placed in the United States certified mail, return receipt
requested, postage prepaid, or delivered by courier service
addressed as follows:
To CITY:City of Palo Alto
Office of City Clerk
250 Hamilton Avenue
Palo Alto, CA 94301
Copy to :City of Pa!o Alto
Director, Department of Planning
& Community Environment
250 Hamilton Avenue
Paio Alto, CA 94301
To ACS:ADOLESCENT COUNSELING SERVICES, INC.
4000 Middlefield Road, Room FH
Paio Alto, CA 94303
Attention: Executive Director
ARTICLE i0 -SPECIAL CONDITIONS
!0.i Compliance with Federal Re_~ulations. ACS agrees to
comply with the requirements of the Housing and Urban Development
regulations concerning Community Development Block Grants (24 CFR
Part 570) and al! federal regulations and policies issued pursuant
to these Regulations. ACS further agrees to utilize Funds
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030922 syn 01391309
available under this Agreement to supplement rather than supplant
Funds otherwise available.
10.2. National Objectives. ACS certifies that the
activities carried out with funds provided under this Agreement
will meet the CDBG Program’s Nationa! Objective of benefiting
low/moderate income persons as defined in 24 CFR, Part 570.208.
10.3 ACS 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. ACS shal! sign a written agreement(s)
with selected subcontractor(s), and shall direct, manage and
reimburse all project subcontractors.
ARTICLE II -GENERAL CONDITIONS
!!.i General Compliance. ACS agrees to comply with all
applicable federa!, state, county, and municipal laws, ordinances,
resolutions, rules, policies, and regulations ("Laws") governing
the Funds provided under this Agreement.
11.2 Independent Contractor. Nothing contained in this
Agreement is intended to, or shall be construed in any manner, as
creating or est-~biishing the relationship of employer and employee
between the parties. ACS 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 medica!
insurance and workers’ compensation insurance as ACS is an
independent contractor.
11.3 Hold Harmless. ACS shall hold harmless, defend and
inden~nify the City, its counci! members, officers and employees
from any and al! claims, actions, suits, charges and judgments
~natsoever that arise out of ACS’s performance or nonperformance of
the Services or subject matter called for in this Agreement.
1!.4 insurance and Bonding. ACS, at its sole cost and
expense, 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. ACS shal! comply with the bonding and insurance
requirements of Attachment B of OMB Circular A-I!0, Bonding and
Insurance.
11.5 Funding Recognition. ACS 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, ACS wil! include a reference to the support
030922 syn 0091309
provided herein-in all publications made possible with Funds made
available under this Agre~ement.
11.6 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.
11.7 Suspension or Termination.
11.7.1 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 ACS
terminates the Agreement, all sums transferred to ACS 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
approval of the CITY.
11.7.2 The CITY may also suspend or terminate this
Agreement, in whole or in part, if ACS 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 ACS 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
ACS is in noncompliance with any applicable rules or regulations,
the CITY may with_hold up to fifteen percent (15%) of the Funds
until such time as ACS is found to be in compliance by the City, or
is otherwise adjudicated to be in compliance.
ARTICLE 12.ADMINISTRATIVE REQUIR_~M~NTS
12.1 Financial Management.
12.1.1 Accounting Standards. ACS agrees to.comply with
Attachment F of OI~B Circular A-110 and agrees to adhere to the
accounting principles and procedures required therein, utilize
adequate internal controls and maintain necessary source
documentation for al! costs incurred.
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I0
12.1.2 Cost Principles. ACS 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.
12.2 Documentation and Record-Keeping.
12.2.1 Records to be_Maintained. ACS 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 are
not limited to:
Records providing a full description of each
activity undertaken;
bo Records demonstrating that each activity
undertaken meets a National 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;
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.
12.2.2 Retention. ACS shall retain all records
pertinent to expenditures incurred under this Agreement for a
period of five (5) 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 shal! be retained
for five (5) years after fina! disposition of such property.
Records for any displaced person must be kept for five (5) years
after he or she has received fina! payment. Notwithstanding the
above, if there is litigation, claims, audits, negotiations or
other actions that involve any of ~he records cited and that have
started before the expiration of the five-year period, then such
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030922 sy~ 0091309
records must be retained until completion of the actions and
resolution of all issues, or the expiration of the five-year
period, whichever occurs later.
12.2.3 Client Data. ACS shall maintain confidential
records of client data demonstrating client eligibility for
housing. 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
re_quest in order to determine compliance with the Agreement.
12.2.4 Disclosure. ACS understands that client
info_~mation 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 ACS’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.
12.2.5 Property Records. ACS 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.
12.2.6 National Objectives. ACS 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 low and moderate income persons,
as defined in 24 CFR Section 570.208.
12.2.7 C!ose-Outs. ACS’s obligation to the City shall
not end unti! all close-out requirements are completed. Activities
during this c!ose-out period shall include, but are not limited to,
making final pa~vments, 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.
12.2.8 Audits and Inspections. All of ACS’s records
with respect to any matters covered by this Agreement shal! be made
available to the City, grantor agency, their designees or the
Gove~qment of the United States, at ~ny 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. ~ny deficiencies noted in audit reports must be fully
cleared by ACS within 30 days after receipt by ACS. Failure of ACS
to comply with the above audit re_quirements will constitute a
violation of this Agreement and may result in the withholding of
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030922 sy~ 0091309
future payments. ACS agrees to have an annual agency audit
conducted in accordance with current City policy concerning ACS’s
audits, and as applic-~ble, OMB Circular A-133.
12.3 Procedures Concerning Reporting and Payments.
12.3.1 Budgets. ACS shall submit a detailed budget of a
form and content prescribed by the City for its approva!. The
parties may agree to revise the budget from time to time in
accordance with existing City policies.
12.3.2 Program Income. ACS 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 ACS shall
comply with the requirements set forth at 24 CFR Section 570.504.
By way of further limitations, ACS 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 shal! be returned to the City at 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.
12.3.3 Indirect Costs. If indirect costs are charged,
ACS shall develop an indirect cost allocation plan for determining
the appropriate City share of administrative costs and shal! submit
such plan to the City for approva!, in a form specified by the
City.
12.3.4 Payment Procedures. The City will pay to ACS
Funds available under this Agreement based upon information
submitted by ACS 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 ACS, 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 ACS accounts. In
addition, the City reserves the right to liquidate Funds available
¯ under this Agreement for costs incurred by the City on behalf of
ACS.
12.3.5 Progress Reports. ACS 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 ~nich the project is achieving its goals and
objectives according to standards established by City. The report
shal! be on fo_~ms approved by City and shall be filed within five
(5) days of the request by the City.
030922 syo 009130~
12.4 Procurement.
13
12.4.1 Compliance. ACS shall comply with current City
policy concerning the purchase of e_c!uipment and shall maintain
inventory records of all 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, shal! revert to
the City upon termination of this Agreement.
12.4.20MB Standards. ACS shall procure materials in
accordance with the requirements of Attachment 0 of OMB Circular A-
i!0,. Procurement Standards, and shal! subsequently follow
Attachment N of OMB Circular A-II0, Property Management Standards,
as modified by 24 CFR 470.502(b)(6) covering utilization and
disposa! of property.
12.4.3 Travel. ACS shall obtain written approval from
the City for any trave!, outside the metropolitan area with Funds
provided under this Agreement.
12.4.4 Relocation. ACS 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 570o606(b); (b) the
requirements of 24 CFR 570.606(c) governing the Residential
Antidisp!acement 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. ACS 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. ACS also agrees to comply
with applicable City ordinances, resolutions and policies
concerning the displacement of persons from their residences.
ARTICLE 13 -PERSONNEL AND PARTICIPANT CONDITIONS
13.! Civi! Rights.
i3.1.! Compliance.ACS agrees to comply with all
federal, state, and loca! laws, including, without limitation,
Title VI of the Civi! Rights Act of !964, as amended, Title VIII of
the Civi! Rights Act of 1968, as amended, Section !04(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 i!246, as
amended by Executive Orders 11375 and 12086.
13.1.2 Nondiscrimination. ACS will not discriminate
against any emp!oyee or applicant for employment because of race,
co!or, creed, religion, ancestry, national origin, sex, disability,
14
030922 syn 0091309
age, marital status, family status, status with regard to public
assistance or sexual preference. ACS will take affirmative action
to ensure that al! employment practices are free from such
discrimination and in. compliance with all Federal, State and local
directives and executive orders regarding nondiscrimination in
employment. 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. ACS 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.
13.1.3 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, ACS 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 sa!e, 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. ACS, in
undertaking its obligation to carry out the CDBG Program assisted
here’~nder, agrees to take such measures as are necessary to enforce
such covenant, and will not itself so discriminate.
13.1.4 Section 504. ACS agrees to comply with any
federal re~alations issued pursuant to and in compliance with
Section 50~ 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 shal! provide ACS with any
guidelines necessary for compliance with that portion of the
regulations in force during the term of this Agreement.
i3.2 Affi_~mative Action.
13.2.1 Compliance With Ca!ifo_~nia 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 Cizy from discrimination or the grant of preferentia! treatment
on the basis of race, sex, color, ethnicity or national origin in
public employment, public education, and public contracting.
Article i, Section 31 (e) provides that nothing in Section 31 shal!
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 i3.2 are those necessary to
establish and maintain eligibility for federal funds. At such time
as any provision of this Section 13.2 is not required to establish
15
030912 s~ 0091309
and maintain such eligibility, that provision shall be waived by
City. If ACS believes any provision of this Section 13.2 should be
waived under this Section 13.2.1, ACS shall 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.
13.2.2 Approved Plan. ACS 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 ACS to assist in the
formulation of such program. ACS shall submit a plan for an
affirmative action program for approval prior to the award of
Funds.
13.2.3 Women and Minority Business Enterprises. ACS
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 ~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. ACS may rely on written
representations by businesses regarding their status as minority
and female business enterprises in lieu of an independent
investigation.
13.2.4 Access to Records. ACS shall furnish and cause
each of ins contractors or subcontractors to furnish al!
information and reports re_quired hereunder and wil! permit access
to its books, records and accounts by the City, HI!D or its agent,
or other authorized federa! officials for purposes of investigation
to ascertain compliance with rules, regulations and provisions
stated herein.
13.2.5 Notifications. ACS will send to each labor union
or representative of workers with ~nich 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 ACS’s commitments
hereunder, and shal! post copies of the notice in conspicuous
places available to employees and applicants for employment.
13.2.6 EEO/AA Statement. ACS will, in all solicitations
or advertisements for employees placed by or on behalf of ACS,
state that it is an Equal Opportunity or Affirmative Action
Employer.
030922 syn 0091309
16
13.2.7 Subcontract Provisions. ACS 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.
13.3 Employment Restrictions.
13.3.1 Prohibited Activity. ACS is prohibited from
using Funds provided herein or personnel employed in the
administration of the CDBG Program for politica! activities,
sectarian or religious activities, or lobbying, political
patronage, and nepotism activities.
13.3.2 Labor Standards. ACS agrees to comply with the
requirements of the Secretary of Labor in accordance with the
Davis-Bacon Act, as amended, the provisions of Contract Work Hours,
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. ACS shall maintain
documentation which demonstrates compliance with the hour and age
requirements of this part. Such documentation shall be made
available no the City for review upon request.
ACS 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 loca! laws, nothing
hereunder is intended to relieve ACS of its obligation, if any, to
require payment of the higher wage. ACS shall cause or require to
be inserted in full, in al! such contracts subject to such
regulations, provisions meeting the requirements of this paragraph.
!3.3.3 ~Section 3" Clause.
030922 syn 0091309
a o 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 financia! assistance
provided under this Agreement and binding upon the
City, the ACS and any contractor or subcontractor.
Failure to fulfill these requirements shall subject
the City, ACS and any contractor or subcontractor,
17
their successors and assigns, to those sanctions
specified by the agreement through which federal
assistance is provided. ACS certifies and agrees
that no contractual or other disability exists
which would prevent com_D!iance with these
requirements.
ACS 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 financia! 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."
ACS 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 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 !ow income participants in
other HUD programs; and award contracts for work
undertaken in connection with a housing
rehabilitation (including reduction and abatement
of !ead-based paint hazards), housing construction,
or other public construction project are given to
business concel-ns that provide economic
opportunities for low and very !ow income persons
residing within the metropolitan area in which the
CDBG-funded project is -located; where feasible
priority should be given to business conce_~ns 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
030922 syo 0091309
18
to low and very low income participants in other
HUD programs.
ACS certifies and agrees that no contractual or
other legal incapacity exists which would prevent
compliance with these requirements.
bo ACS 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.
Co ACS 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. ACS 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 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.
13.4 Conduct.
13.4.1 Assignability. ACS 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 ACS 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.
13.4.2 Hatch Act. ACS 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.
13.4.3 Conflict of Interest. ACS 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 financial interest
~nd shal! not acquire any financia! interest, direct or indirect,
which would conflict in any manner or degree with the performance
of Services required under this Agreement. ACS further covenants
!9
030922 syn 0091309
that in the performance of this Agreement, no person having such a
financial interest shall be employed or retained by ACS 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 ACS which are receiving Funds under the CDBG Program.
13.4.4 Subcontracts.
So ACS 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.
ACS 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.
ACS 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.
ACS 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 shal! be
forwarded to the City along with documentation
concerning the selection process.
13.4.5 Lobbying.
ACS hereby certifies that:
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 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 Federal contract, grant, loan,
or cooperative agreement;
030922 syn 0091309
If any funds other than Federal appropriated funds
have been paid or will be paid to any person for
20
influencing or attempting to influence an officer
or emplc~):~e of any agency, a Member of Congress, an
officer ~r 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 subn~it Standard
Form-LLL, ~Disclosure Form to Report Lobbying," in
accordance with its instructions;
Co It will re_quire 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 ACS shall certify and disclose 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 shal! be
subject to a civil penalty of not less than $i0,000
and not more than $i00,000 for each such failure.
!3.4.6’ 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 otherwise use and to authorize
others to use, the work for government purposes.
13.4.7 Religious Organizations. ACS agrees that Funds
provided under this Agreement wil! 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).
~TICLE 14 - ENVIRONMENTAL CONDITIONS
14.1 Air and Water. ACS agrees to comply with the
following regulations insofar as they apply to the perfo_~mance of
this Agreement: Clean Air Act, 42 U.S.C. 7401, et seq.; Federa!
Water Pollution Contro! Act, as amended, 33 U.S.C. 1251, et seq.,
as amended, 1318 relating to inspection, monitoring, entry,
reports, and information, as wel! as other requirements specified
in said Section 1!4 and Section 308, and all re~lations and
guidelines issued thereunder; U.S. Environmental Protection Agency
regulations pursuant to 40 CFR Part 50, as amended.
030922 syn 0091309
21
14.2 Flood Disaster Protection. In accordance with the
requirements of the Flood Disaster Protection Act of 1973 (42 USC
4001), ACS shall assure that for activities !ocated in an area
identified by FEHA as having specia! 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).
14.3 Lead-Based Paint. ACS 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.
14.4 Historic Preservation. ACS 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
Historic 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.
ARTICLE 15 -SEVERABILITY
If any provision of this Agreement is held invalid, the
remainder of the Agreement shall not be affected thereby and all
other parts of this Agreement shall nevertheless be in full force
and effect.
ARTICLE 16 -MISCELLANEOUS
16.1 Neither the failure nor the delay on the part of
CITY to exercise any right, power, or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other
right, power, or privilege.
16.2 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. ACS
shal! at al! times remain an independent contractor with respect to
the services to be rendered or work to be performed, or both, under
this Agreement. The terms of this Agreement shal! in no way be
construed to create a partnership, joint venture or any other joint
relationship between CITY and ACS. ACS lacks any authority or power
to pledge the credit of CITY_ or incur any obligation in the name of
CITY. This Agreement shall not be construed or deemed to be an
agreement for the benefit of any third party, and no third party
030922 sy~ 0091309
22
shall have any claim or right of action hereunder for any cause
whatsoever.
16.3 This Agreement constitutes the entire agreement of
the parties concerning its~subject matter, and there are no other
ora! or written agreements of the parties not incorporated in this
Agreement. Any amendment to this Agreement shall be binding upon
the parties, provided such amendment is set forth in a writing
signed by the parties. The city manager is authorized to execute
any amendments to this Agreement, including any amendments which
pay be required of ACS or CITY or HUD, and confer any consents that
must be provided by CITY.
16.4 The covenants, agreements, terms, and conditions of
this Agreement shall inure to and be binding on the successors and
assi_c~__s of the parties. Any provision of this Agreement which is
characterized as a covenant or a condition shall be deemed both a
covenant and a condition. If any provision of this Agreement shall
be determined by a court of competent jurisdiction to be invalid,
illegal, void, or unenforceable in any respect, the validity of all
other provisions herein shali remain in full force and effect.
16.5 This Agreement, the Note and the Deed of Trust shall
be deemed contracts made under the laws of the State of Ca!ifo_~nia,
and for the purposes hereof shall be governed and construed by and
in accordance with the laws of the State of California. All
exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules which may, from time to time, be
referred to in any duly executed amendment hereto are by such
reference incorporated in this Agreement and shall be deemed to be
part of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all
of which together shal! constitute one and the same instrument. The
paragraph headings are not a part of this Agreement and shall have
no effect upon the construction or interpretation of any part of
this Agreement.
16.6 In the event that suit is brought by either party,
the parties agree that tria! of such action shall be vested
exclusively in the state court of California in the City of San
Jose, County of Santa Clara, or in the United States District Court
for the Northern District of California in the City of San Jose.
The prevailing party in any action brought to enforce the terms of
this Agreement or arising out of this Agreement may recover its
reasonable costs and attorneys’ fees exlD_ended in connection with
such an action from the other party.
~--kT WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
ATTEST:CITY OF PALO ALTO
030922 syn 0091309
23
City Clerk-Mayor
APPROVED AS TO FO~M:
Senior Asst. City Attorney
APPROVED:
Assistant City Manager
Director of Administrative
Services
Director of Planning and
Community Environment
Risk Manager
ADOLESCENT COUNSELING
SERVICES, INC.
By:
Name:
Title:
By:
Name:
Title:
Taxpayer Identification No.
Fed. I.D. #51-0192551
(Compliance with Corp. Code § 313 is
re_~ired if the entity on whose behalf
this contract is signed is a corporation.
In the alternative, a certified co_~porate
resolution attesting to the signatory
authority of the individuals signing in
their respective capacities is acceptable)
Attachments:
EXHIBIT "A":
EXH.IBIT "B" :
EXHIBIT "C" :
EXHIBIT "D"
SCOPE OF SERVICES & LEGAL DESCRIPTON
OF PROPERTY
PROMISSORY NOTE SECUREDBY DEED OF TRUST
DEED OF TRUST
INSURANCE REQUI~REMENTS
030922 syn 0091309
24
STATE OF CALIFORNIA )
) SS.
COUNTY OF SANTA CLARA )
On .................. , 2003, before me, a Notary
Public in and for said County and State, personally appeared
..... , personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity as Mayor
of the City of Palo Alto, a municipal corporation, and that by his
signature on the instrument acknowledged that said municipal
corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first
above written.
STATE OF CALIFORNIA
COUNTY OF
)
) ss.
)
Notary Public in and for said
County and State
On , 2003, before me, a Notary
Public in and for said County and State, personally appeared
personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged
to me that he/she executed the same in his/her authorized capacity
as of Adolescent Counseling Services,
Inc., a California non-profit public benefit corporation, and that
by his/her signature on the instrument acknowledged that said
nonprofit corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first
above written.
County and State
030922 syn 0091309
25
STATE OF CALIFORNIA
COUNTY OF
)
) ss.
)
On , 2003, before me, a Notary
Public in and for said County and State, personally appeared
personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged
to me that he/she executed the same in his/her authorized capacity
as of Adolescent Counseling Services,
Inc., a California non-profit public benefit corporation, and that
by his/her signature on the instrument acknowledged that said
nonprofit corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first
above written.
Notary Public in and for said
County and State
030922 sy~ 0091309
EXHIBIT "B"
ADOLESCENT COUNSLING SERVICES
CARAVAN HOUSE REHABILITATION
SCOPE OF SERVICES
Adolescent Counseling Services (ACS) is a community-based nonprofit
agency providing a number of services for adolescents and their
families in the City of Palo Alto. Every year ACS serves more than
!,000 unduplicated adolescent clients through three programs:
Caravan House, a group home for teenage girls, Adolescent Substance
Abuse Treatment Program, a program that provides intensive
outpatient substance abuse treatment to teens; and the On-Campus
counseling Program, which provides free counseling services to
students at al! high schools in Pa!o Alto and Menlo-Atherton.
This project consists of rehabilitating the Caravan House, a group
home for teenage girls who have been removed from their families
because of child abuse and neglect. The major tasks that
Adolescent Counseling Services will perform in connection with the
project include, but are not limited to, the fol!owing:
.<oply for city required permits and/or variances based on
proposed modifications to existing housing units.
Prepare bid specifications in accordance with federal
regulations including, but not limited to, prevailing wage and
competitive bid requirements, if applicable.
o Select contractor.
Attend pre-construction conference.
5.Replace the roof on both the house and the garage.
Add a new 5" x 8" bathroom including a toilet, sink, and
shower for staff use.
Replace the linoleum with Pergo in the kitchen halls, and
new carpet in the living room and bedrooms.
Smooth walls and ceilings, replace baseboards, and interior
painting.
9.Regrout the tile in the existing bathroom.
i0.Lift the bathroom floors to replace the underf!ooring.
!!.Replace the water heater door.
030922 syn 0091309
12.
13.
14.
15.
Replace window sills and siding that have fungus damage.
Repaint the exterior of the house.
Replace the wooden gate and fence section on the driveway.
Replace a pre-fabricated storage shed.
030922 syn 0091309
EXHIBIT ~B"
ADOLESCENT CO~qSLING SERVICES
CARAVAN HOUSE REHABILITATION
SCOPE OF SERVICES - continued
Competitive Bid Process
All contracts and subcontracts shall be awarded through a fair and
open competitive bidding process. The process shall be reviewed
and approved by City. Adolescent Counseling Services will use its
best efforts to afford minority and women-owned business
enterprises the maximum practicable opportunity to participate in
contracts let in the performance of this project. Executed copies
of all contracts shall be supplied to City along with documentation
concerning the selection process.
Prevailing Wage and Federal Labor Standards
Adolescent Counseling Services, 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 al! contracts awarded
under this Agreement. Adolescent Counseling Services, Inc., the
selected contractor and any subcontractors will participate in a
pro-construction conference with City to review Davis Bacon
co~D!iance requirements, including reporting and monitoring.
Timeline:
The project will attempt to! adhere to the following timetable.
June 3, 2003 Meeting with City Staff to review
project specifications
September !, 2003 Bid Documents Avaiiab!e/Ad in Paper
September 15, 2003 City Contract Signed
October 15, 2003 Bid Opening and contractor selection
October 15, 2003 City council contract approval
November 15, 2003 Pro-construction conference
November !5, 2003 Start of construction
March 15, 2004 Work Completed
030922 syn 01991309
RECORDING REQUESTED BY .AND
WHEN RECORDED MAIL TO:
City of Palo Alto
Office of City Attorney
250 Hamilton Avenue
Paio Alto, CA 94301
RECORDED WITHOUT CHARGE
GOVE~T CODE §§ 6103, 27383
~PACE ABOVE THIS LINE FOR RECORDER’S USE
DEED OF TRUST AND ASSIGNMENT OF RENTS
APN
This Deed of Trust, made this__ day of ,2003, between the ADOLENCENT COUNSELING
SERIqCES, INC., a California corporation duly organized and existing under the Nonprofit Corporation Law of the
State of California ("Trustor"), located at 4000 Middlefield Road, Room FH, Palo Alto, California 94301, Old Republic
Tire Company, a California corporation ("Trustee"), and the CITY OF PALO ALTO, a California municipal
corporation ("Beneficiary"),
Witaesseth: That Trustor IRREVOCABLY GRANq’S, TRANSFERS AND ASSIGNS TO TRUSTEE IN TRUST,
WITH POWER OF SALE, that property in Santa Clara Count)’, California, described as:
See Exhibit "A," attached hereto and incorporated herein by this reference.
In the event the herein described property or any part thereof, or any interest therein is sold, agreed to be sold,
conveyed or alienated by the Trnstor, or by the operation of law or otherwise, all obligations secured by this
instrument, irrespective of the maturitT dates expressed therein, at the option of the holder hereof and without
demand or notice shall immediately become due and payable.
Together With the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right~ power and authority hereinafter
given to and conferred upon Beneficiar3, to collect and supply such rents, issues and profits.
For the Purpose of Securing:
1. Performance of each agreement of Trustor herein contained. 2. Payment of the indebtedness evidenced by one
promissory note ("note") of even date herewith, and any extension or renewal thereof, in the principal sum of $111,197
executed by Trustor in favor of Beneficiary or order. 3. Payment of such further sums as the then record owner of said
property, hereafter may borrow from Beneficiar3’, when evidenced by another note (or notes) reciting it is so secured. 4.
Performance by Trustor of its obligations arising under that certain contract entitled "Agreement between The Cits’ of
Palo Alto and Adolescent Counseling Services. Inc. Concerning the City’s Funding of the Rehabilitation of the Caravan
House Facility at 2361 High Street, Palo Alto", dated ....... ("Agreement"), and recorded on
2003, as Instrument No.. in Book Page ..
of Official Records. Santa Clara County, California.
To Protect the Security of This Deed of Trust, Trnstor Agrees:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or
restore promptly and in good wor~-tardike manner may buii~ng which may be consm.’.cted, damaged or des~oyed
thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws
affecting said properD’, or requiring any alterations or improvements to be made thereon; not to commit or permit waste
thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fenilize,
030922 syn 0091309
fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the
specific enumerations herein not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary.
The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness
¯ secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so
collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default
or notice of default hereunder or invalidate any act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of
Beneficiary; and to pay all costs and expenses, including cost of evidence of tiff e and attorney’s fees in a reasonable sum,
in any such action or proceeding in which Beneficiary may appear, and in any suit brought by Beneficiary or Trustee to
foreclose this Deed of Trust.
(4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments
on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part
thereof~ which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.
Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee but without
obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation
hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security
hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any
action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee pay,
purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or
superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his or her
reasonable fees, costs and expenses.
(5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of
expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in
effect at the date hereof regarding the obligation secured hereby any amount demanded by Beneficiary not to exceed the
maximum allowed by law at the time when said statement is demanded.
(6) That any award of damages in connection with any condemnation for public use of or injury to said property or any
part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by it in
the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(7) That by accepting payment of any sam secured hereby after its due date, Beneficiary does not waive its right either to
require prompt payment when due of all other sums so secured or to declare a default for failure so to pay.
(8) That at any time or from time to time, without liability therefor and without notice, upon written request of
Beneficiary and presentation of this Deed of Trust and said note for endorsement, and without affecting the personal
liabilit3, of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said properly;
consent to the making of any map or plat thereof; join in granting any easement thereon; or join in any extension
agreement or any agreement subordinating the lien or charge hereof.
(9) That upon written request of Beneficiar3’ stating that all sums secured hereby have been paid, and upon surrender of
this Deed of Trust and said note to Trustee for cancellation and retention and upon pa.vment of its fees, Trustee shall
reconvey, without warrant3,, the property, then held hereunder. The recitals in such reconveyance of any matters or facts
shal! be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person
or persons legally entitled thereto." Five years after issuance of such full reconveyance, Trustee may destroy said note
and this Deed of Trust (unless directed in such request to retain them).
(10) That as additional security Trustor hereby gives to and confers upon Beneficiary the right, power and authority,
during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving onto Trustor the
right, prior to any default by q?rustor in payment of any indebtedness secured hereby or in the performance of any
agreements hereunder, to collect and retain such rents, issues, and profits as the become due and payable. Upon any such
2
030922 sya 0091309
default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a
court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take
possession of said property or any part thereof, in its own name sue for or otherwise collect such rents, issues and profits,
including those past dim and unpaid, and apply the same, less costs and expenses of operation and collection, including
reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The
entering upon and taking possession of said property, the collection of such rents, issues and profits and the application
thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant
to such notice.
(11) That upon default by Trustor in payment of any indebtedness secured hereby, or in performance of any agreement
hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of
written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said
property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of
Trust. said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice
of sale having been ~ven as then required by law, Trustee, without demand on Trustor, shal! sell said property at the time
and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine,
at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may
postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time
to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement.
Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty,
express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof.
Any person, including Trustor, Trustee or Beneficiary as hereinafter defined, may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of rifle in connection
with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then
repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby;
and the remainder, if any, to the person or persons legally entitled thereto.
(12) That Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by
instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which
instrument, executed by the Beneficiary. and duly acknowledged and recorded in the office of the recorder of the county
or counties where said properD’ is situated, shall be conclhsive proof of proper substitution of such successor Trustee or
Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and
duties. Said instrument must contain the name of the original Tmstor, Trustee and Beneficiary hereunder, the book and
page where this Deed of Trust is recorded and the name and address of the new Trustee.
(13) That this Deed apphes to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors and assigns. The term "Beneficiary" shall mean the owner and holder, including
pledges, of the note secured hereby, whether or not named as Beneficiary. herein, in this Deed of Trust, whenever the
context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the
plural.
(!4) That Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record
as provided by law. Trustee is not obligated to notify, any party, hereto of pending sale under any other Deed of Trust or
of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
(15) That Trustor shall not sell, convey, transfer, hypothecate or alienate the real property described herein, or any part
thereof, or any interest therein, or shall not be divested of title or any interest therein in any manner or way, whether
voluntarily or involuntarily, without the written consent of Beneficiary being first had mad obtained, or if Trustor shall
fail to make any payments due under the note secured by this Deed of Trust, or fail to perform any other obligation under
this Deed of Trust or note secured hereby, or any other Deed of Trust encumbering the subject property, then Beneficiary
shall have the right" at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity
dam specified in any notes evidencing the same, immediately due and payable.
030922 syn 0091309
(16) That Trustor shall promptly pay when due the payments of interest, principal and all other charges accruing under
any superior or prior trust deed, mortgage,’or other instrument encumbering the subject property. Beneficiary shall have
the fight, but not the obligation, to cure any defaults on any superior or prior deed of trust or note secured thereby and
upon curing such default Trustor shall immediately reimburse Beneficiary for all costs and expenses incurred thereby,
together with interest thereon at the maximum legal rate permitted to be charged by non-exempt lenders under the
Constitution of the Stat~ of California, and Trustor’s failure to pay any such amount on demand shall be a default
hereunder. Trustor’s breach or default of any covenant or condition of any superior or prior trust deed, mortgage or other
instrument encumbering the Property shall be a default under this Deed of Trust.
(17) That Trustor further acknowledges in the event of a default by Trustor on account of the note secured hereby, and
the expiration of any cure period provided therein, then Beneficiary at its sole option shall have the right to declare the
note secured hereby immediately due and payable.
The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be
mailed to it at its address hereinbefore set forth and another copy be mailed to the City of Palo Alto, Planning
Department, Director of Planning and Community Environment, P. O. Box 10250, Palo Alto, CA 94303.
ADOLESCENT COUNSELING SERVICES, INC.
By:
Title:
By:
Title:
STATE OF CALIFORNIA )
) SS.
COLrNTY OF )
On ,2003, before me, a Notary Public in and for said County and State, personally
app*~ared personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her
signature on the instrument acknowledged that said nonprofit corporation executed the same.
WITNESS my hand and official seal
Notary Public in and for said
County and State
030922 syn 0091309
STATE OF CALIFORNIA )
COUNTY OF )
On ., 2003, before me, a Notary Public in and for said.County and State, personally
appeared personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument acknowledged that said nonprofit corporation executed the same.
WITNESS my hand and official seal.
Notary Public in and for said
Count3’ and State
030922 syn 0091309
5
PROMISSORY NOTE
SECURED BY
DEED OF TRUST AND ASSIGNMENT OF RENTS
$111,197 Date:
Palo Alto, California
FOR VALUE RECEIVED, the Adolescent Counseling Services, Inc., a
corporation duly organized and existing under the Nonprofit
Corporation Law of the State of California ("BORROWER"), promises
to pay to the City of Paio Alto, a Califo-~nia municipa! corporation
("CITY"), or order, the principal sum of One Hundred Eleven
Thousand One Hundred Ninety Seven Dollars ($i!!,197) at the Revenue
Collections office of the City of Palo Alto, First Floor, 250
Hamilton Avenue, P. O. Box 10250, Paio 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 SECURED BY DEED OF TRUST AND
ASSIGNMENT OF RENTS ("Note"), unti! paid, at the rate of three
percent (3%) per year on the unpaid principa! balance.
This Note is secured by a deed of trust entitled "DEED OF TRUST AND
ASSIG~T OF RENTS" ("Deed of Trust") of even date herewith on
BORROWER’s equitable interest in rea! property located at 2361 High
Street, Pa!o Alto, California, Assessor,s Parcel Number
("Property").
This Note is made in connection with an agreement entitled
"AGREEMENT BE_~/EEN THE CITY OF PALO ALTO AND ADOLESCENT COUNSELING
SERVICES CONCERNING THE CITY’S FUNDING OF THE REHABILITATION OF THE
CAP~AVAN HOUSE FACILITY AT 2361 HIGH STREET, PALO ALTO"
("Agreement"). Under the Agreement, BORROWER agrees to rehabilitate
and operate the Property as a group home for teenage girls who have
been removed from their families because of child abuse and
neglect.
All amounts advanced under this Note, at the option of CITY., shall
become immediately due and payable upon the occurrence of an Event
of Default, as such term is defined in the Agreement. Payment in
full of the unpaid principal balance shall be made by BORROWER not
later than forty (40) years after the completion of rehabi!ita~ion.
BORROWER, any endorser of this Note, and ~ny others who may become
liable for all or a part of the obligations evidenced by this Note
may prepay ai! or any portion of the principal sum of this Note,
030922 sya 0091309
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 !iability. The pleading of any statute
of limitations as a defense to any demand against BORROWER is
expressly waived by BORROWER. If BORROWER consists of more than
one person or individual, each person or individua! shall be
jointly and severally liable under this Note.
BORROWER shall not further encumber, mortgage or subject the
Property, or the real property on which it is !ocated, or any
interest therein, to a deed of trust, mortgage, indenture, or other
documen~ of lega! encumbrance (individually, "Encumbrance" and
jointly, ~ncumbrances") without the prior written consent of CITY.
Unless CITY expressly agrees otherwise, in writing, any Encumbrance
affecting the Property 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 Property, 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.
Any amounts expended by CITY under the contingencies set forth in
parts (!) or (2) of the preceding paragraph shal! be reimbursed by
BORROWER upon demand of CITY therefor, and, in any event, such
amounts shal! bear interest at the maximum rate permitted by
Article X~7, Section 1(2) of the California Constitution, as
amended, from the date such amounts were advanced by CITY unti!
paid in full by BORROWER. All such amounts, including interest and
any penalty authorized under the Agreement, this Note, or the Deed
of Trust, shall be added to the principa! of this Note. The
approval by BORROWER of any Encumbrance, and the placing of a
security interest therefor on the Property, or any portion thereof,
not containing the provisions of the preceding paragraph and this
paragraph shal! constitute a default of this Note.
030922 sy~ 0091309
2
if any default is made hereunder, BORROWER further promises to pay
reasonable atto~-neys’ 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 shal! 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 al! of the parties thereto, their heirs, successors and
assigns.
All terms in this Note which are capitalized shall bear the
meanings set forth in the Agreement.
EXECUTED BY BORROWER by its duly authorized
representative in Palo Alto, County of Santa Clara, State of
California, on the date first above written.
ADOLESCENT COUNSELING SERVICES, INC.
By:
Title:
By:
Title:
030922 syn 0091309
She Do!icy or mo!icies of insurance -~-~_ _
provide the following limits and coverages:
~0L:~-
Worker’s Compensation
M!Ni.~TJM..~ LIMITS OF L!A~!!,~v
Statuto~
Comprehensive .Automobile
(inc!udin~
owned, hired, and non-
o~n~ed automobiles )
~ 000,000 Bodily inju_~-y each person
$!,000,000 Bodily Znjuz-y each occurrence
$~00O,000 Property Damage ^ -h~a~__
Comprehensive General
( inc !uding
products -2~nd completed
operations, bro~d
con:ractua!, and
persona! inj u_~_ y)
S!,000,000 Bodily injury each person
~:~., 000, 000 Bodily_ !nju~v each oc~u~__n~_- ~=
~.,~ 000,000 Bodily ..... lnju~ a~re_mat=_
~, 000 000 Property Damage each ..........
or s=~f~_ -.n=u. ~ .....=n._= retentions must be declared to
approved by the City. Az zhe option of the City, either: nhe mnsurer
....===m=na.e such or seif-Ansured retentions as
respects the City, its .officers, officials, employees and vo!unzeers; or
the Subrecipient shal! procure a bond guaranteeing payment of losses and
insurance shall be in full force and effect commencin[ on the first day
of the term of this_Ag~==m=~e___ _.._. Each insurance Do!icv~ ._.~=~u~=d___ by this
~.,~o~_n~ clauses:
reduced ~ coverage or in iimi~s excepZ =~=~ -~,{-Zy (30 days
w~-~:~=n notice has been no the by ~=~-~:~=~ m~{]
"~ ~ioh~: of subro~a’_ion are %,--~=bv waived
the = ’ =~m_mm_, s of Zhe Council and
or employees,when
the ~: .....
or appointive
-= their~he scope
"~h= City,officers, employees, -_ ....¯. ~_~=Oe~..,~S and vO_~
be covered as insureds as respects: !i~.ili:y
activities perfo~ed by or on behalf of the S~reciDient,
products and com~!esed operations of ~he SubreciDient;
o~ed, occupied or used by the Subrecipien~; or automobiles
o~ed, leased, h~re~ or bo~ ~ ow~ by the~,~ " ~=~_enn~ ~ ~ . The
coverage shall contain no specia! limitations on the scope of
protection afforded ~o the Citv,_ __- ~ ~ = o~,~_, s, ==~
-mp_~v__s, agents or volunteers "
4."It is .agreed that any i~nsurance maintained by the City of Pa!o
Alto wi!! apply in excess of, and not contribute to, insurance
~.~_o~-~-~_~=" by :he___. ___~_=.._.quh~=~ ~ ~-’. ~ . "
5. ".~ny failure to comply with reporting or other provisions of the
mo!i%ies including breaches of -~-- ~== "_w_.~=n ....snail non
coverage_m-o~d-@ to the C,~y,~-" ~ns officers, officia!s,
employees, agents or volunteers."
6 ...."insurance =ha~._,~ apply separa:e!y :o ==~h__~. insured whom
~laim is made or sui~ : -~:= brought, except with resDec~ :o ~he
~ { .~’= of the insurer’s !iabi!izy."
..... nsu_=n~_ coverage re~aareo ~nder this shall be provided
through ~-~ ....~in~:VI! or_ ~=_..e,= with a Best’s Key Razing~u_derat of
higher that are -~ ’-~ ~__.=@m~ec to do business in the Snare of California.
certificate(s) of insurance = H = ~ --h~_d~nc_ng su~_. coverame be ~ ~7
and = ~=~ ~=~--= .............omm=___v providing~-~-,-= and -~-~ be filed with ind - -~=n=u_=n~_,=~=,~.=p~,ov~ by :he City.