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HomeMy WebLinkAbout2003-12-08 City Council (2)TO: FROM: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL ~ CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT DATE:DECEMBER 8, 2003 CMR: 527:03 SUBJECT:APPROVAL OF AN AGREEMENT IN THE AMOUNT OF $200,000 WITH CLARA-MATEO ALLIANCE, INC. FOR FUNDS ALLOCATED DURING 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 $200,000 with Clara-Mateo Alliance for the rehabilitation of the shelter facility located at 795 Willow Road, Menlo Park. BACKGROUND Clara-Mateo Alliance operates a homeless shelter and a transitional housing program for singles and families on the grounds of the Veterans Administration campus. Clara-Mateo Alliance applied for fiscal year 2003/04 Community Development Block Grant (CDBG) funding to assist in rehabilitating the kitchen, as well as the Elsa Segovia Center. On May 12, 2003, the Palo Alto City Council approved allocating $200,000 in fiscal year 2003/04 CDBG funds toward the kitchen and Elsa Segovia Center rehabilitation project. The funding to Clara-Mateo Alliance will be provided as a loan because the City does not provide grants of housing funds, except for emergencies or very unusual circumstances. Structuring the funding as a loan ensures that the use of the facility will be maintained as a CDBG-eligible activity for a specified time period. Repayment of the loan will not be required unless the property is sold or the program terminated; or changed to a use prior to July 1, 2009 that has not been approved by the City. DISCUSSION The existing kitchen is not adequately equipped to handle the volume of food preparation that is necessary for a facility of its size. Clara-Mateo currently contracts out for its food CMR: 527:03 Page 1 of 2 service and having an upgraded kitchen will result in an annual cost savings of 40%. The security system will also be upgraded because there currently is no barrier between the Elsa Segovia Center and adjoining facilities. Appropriate security measures are especially important at the Elsa Segovia Center because it primarily serves families with children. RESOURCE IMPACT The $200,000 will be funded with federal CDBG Department of Housing and Urban Development. funds provided through the U.S. 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 is contained in 24 CFR 58 "Environmental Review Procedures for Title I Community Development Block Grant Programs." The Clara-Mateo Alliance 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 Clara-Mateo Alliance, Inc. for Funds Allocated During Fiscal Year 2003/04 Under the Community Development Block Grant Program PREPARED BY: Eloiza Munllo-G~cm, Associate Pla~er-CDBG ~PRO~D BY: S,TE SLIE, Director of Pla~g & Co~uni~ Environment CITY ~NAGER ~PROV~: E~LY ~SON, ~ssisfant City M~ager Cc:Clara-Mateo Alliance CDBG Citizens Advisory Committee CMR: 527:03 Page 2 of 2 AGRE F~W~lqT NO. BETWEEN THE CITY OF PALO ALTO .AND CLARA-.WIATEO ALLIANCE, INC. FOR FUNDS ALLOCATED DURING FISCAL YEAR 2003/04 UNDER THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM This Agreement No. is entered into , 2003, by and between the CITY OF PAL0 ALTO, a chartered city and a municipa! corporation of the State of California ("City"), and CLAP~.-MATEO ALLIANCE, INC., a corp_oration duly organized and existing under the Nonprofit Cow-potation Law of the State of California (~Borrower" RECITALS: ~THEREAS, the City has applied for and rece!ved funds ("Funds") from the Government of the United States under Title i of the Housing and Community Development Actof 1974; and WHEREAS, Borrower has requested funds to rehabilitate the kitchen and the E!sa Segovia Center located on the grounds of the Veterans Administration Building at 795 Willow road, building 323, Men!o Park, California; WHEREAS, Borrower is a private non-profit organization which provides homeless services, including emergency shelter, transitional housing, and supportive se_~-vices; WHEREAS, City wishes to lend funds to Borrower, and forgive the !oan if certain conditions are met by Borrower, for the purp_oses set forth in this Agreement, and any exhibits thereto; and WI.6EREAS, City has approved and authorized the provision of up to Two Hundred Thousand Dollars ($200,000) drawn from FY 2003/04 CDBG funds to Borrower for the purposes and under the terms contained herein; 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 Borrower under the terms and conditions of this Agreement, except with respect to com_oiiance wizh Federal Regulations; 031020 s.vn 0091308 NOW, THEREFOr, in consideration of the covenants, te_~ms, conditions, and provisions set forth in this Agreement, the parties agree: SECTION !. TE~M i.i Time of Performance.This Agreement shal! commence on the day above written and te~nrLinate on June 30, 2004. The term of this agreement and the provisions herein shall be extended to cover any additiona! time period during which the Borrower remains in control of Funds or other assets including program income. SECTION 2.SCOPE OF SERVICE 2.1 Activities.Borrower shall rehabilitate the kitchen and the Elsa Segovia Center at the C!ara-Mateo Alliance at 795 Wil!ow Road, Bldg. 323-D, Paio Alton ("Project"), as more fully described in Exhibit ~A" which is inco_~porated herein by reference and made a part of this agreement. 2.2 Provision of Funds. The City wi!! loan Borrower the sum of money not to exceed Two Hundred Thousand Dollars ($200,000) drawn from its CDBG funds for rehabilitation of the kitchen and the Elsa Segovia Center. Payments shall be made to Borrower only for costs incurred on or after the effective date of this Agreement. City shall make funds available to Borrower on the following basis: (!)City has reviewed and approved the bidding process and the contract for the rehabilitation work; and (2)Borrower has provided City with a copy of the actual invoice(s) for work done and perfo_~med in accordance with this Agreement; (3)Project is in compliance with al! Federal, State and City Rules and Regulations. 2.3 Perfo_~mance Monitoring. CITY will monitor the performance of the BORROWER against goals and performance standards required herein. CITY wil! retain a consultant ~no wil! monitor labor to be performed pursuant to this Agreement according to Davis-Bacon Act standards ("Consultant"). CITY wil! be responsible for directing all work to be performed by Consultant, and Consultant will report directly to CITY. BORROWER agrees that CITY shall charge the cost of the Labor 031020 s.vn 0091308 2 Monitoring Consultant against the project funds. Total cost for such labor monitoring services will not exceed Twenty Thousand Dollars ($20,000) and will be paid from the project funds. Any unexpended funds, after payment of all labor monitoring costs, may be used by BORROWER for construction costs. Substandard performance as determined by the City wil! constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by the Borrower within a reasonable period of time after being notified by the City, contract suspension or termination procedures wil! be initiated. SECTION 3. TRANSFER OF FUNDS AND SECURITY. 3.1. City Loan. City shall pay to Borrower a sum of money in an amount not to exceed Two Hundred Thousand Dollars ($200,000) for the purposes set forth in Section 2 and Exhibit "A". Payment of such sum shal! be ewidenced by a promissory note (~Note"), 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: (a The failure by Borrower to commence and complete the Project services set forth in this 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 !, 2009; (C A use by Borrower of the Facility, prior to July !, 2009 which violates the applicable provi- sions of City’s Charter, ordinances, or regulations, or "which is not an "eligible activity" under the Program of the Housing and Community Deve!opment Acts of 1974 and 1977, as amended, and the regulations issued pursuant thereto, by HUD or a successor agency; or (d)An uncured default under this Agreement or the Note. If, on July !, 2009, conditions (a), (b) and (c) have not occurred and there are no uncured defaults under this Agreement or the Note, the funds transferred to Borrower under 031020 syn 009130~3 this Agreement shal! be treated as grant from ~"C±uy to Borrower and no amount shal! be due to City under the Note or this Agreement. This shall be a simple interest, noncompounding loan with interest at 6 percent (6%) per annum, it is agreed and understood that the !oan shal! be nonamortizing, and al! payments of interest and principa! shal! be deferred until July i, 2009, as long as Borrower continues to comply with all terms and conditions of this Agreement. Both principal and accrued interest shal! be forgiven by the City on July I, 2009 if Borrower has satisfactorily com_m!ied 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 Two Hundred Thousand Dollars ($200,000), plus al! accrued interest and any other costs or amounts due. SECTION 4.NOTICES 4.1 Communications. All notices, correspondence, and other communications concerning this Agreement shall be directed to the parties’ du!y authorized representatives at the addresses set forth be!ow or at any other addresses as may be noticed, in writing: CITY:City of Pa!o Alto Department of Planning & Community Environment Attn: CDBG Coordinator 250 Hamilton Avenue Paio Alto, CA 94301 BORROWER :Clara-Mateo Alliance, Inc. Attn: Executive Director 795 Willow Road, Bldg. 323-D Men!o Park, CA 94025 SECTION 5.SPECIAL CONDITIONS 5.1 Compliance with Federa! Regulations.The Borrower agrees to comply with the requirements of the Housing and Urban Development regulations concerning Community Development Block Grants (24 CFR Part 570) and all federa! regulations and policies issued pursuant to these Regulations. The Bo~owe_~ ~ further agrees to utilize Funds available ur~der this Agreement to supplement rather than supplant Funds otherwise available. 031020 s.vn 0091308 5.2. National Objectives. The Borrower 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. 5.3 Borrower shall procure all subcontractors, consistent with Federal procurement requirements. Al! bid documents must be reviewed and approved by the City or its designee before being made available to the public. Borrower shal! sign a written agreement(s) with selected subcontractor(s), and shall direct, manage and reimburse all project subcontractors. SECTION 6.G~E~AL CONDITIONS 6.1 General Com_m!iance. The Borrower 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. 6.2 independent Contractor. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer and employee between the parties. The Borrower shall at all times remain an independent contractor with respect to the services to be performed under this Agreement. The City shal! be exempt from payment of al! unemployment compensation, FICA, retirement, !ife and/or medica! insurance and workers’ com.mensation insurance as the Borrower is an independent contractor. 6.3 Hold Harmless. The Borrower shall hold harmless, defend and indemnify the City, its counci! members, officers and employees from any and all claims, actions, suits, charges and judgments whatsoever that arise out of the Borrower’s perfo~mance or nonperformance of the Services or subject matter ca±=ea for in this Agreement. 6.4 insurance and Bonding. The Borrower, at its sole cost and exTo_ense, shal! obtain and maintain during the term of this Agreement, insurance as more fully described in Exhibit which is incorp_orated herein by reference and made a part of this Agreement. The Borrower shal! com_m!y with the bonding and insurance re_quirements of Attachment B of OMB Circular A-ii0, Bonding and Insurance. 031020 syn 0091308 5 6.5 Funding Recognition. The Borrower 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 shall be prominently labeled as to funding source, in addition, the Borrower wi!l include a reference to the support provided herein in all publications made possible with Funds made available under this Agreement. 6.6 Amendments. The parties may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, and signed by their du!y 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 confo_~m 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 wil! be incorporated on!y by written amendment signed by the parties. 6.7 Suspension or Te_~mination. 6.7.1 Either party may terminate this Agreement at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least 30 days before the effective date of such termination, if Borrower terminates the Agreement, al! sums transferred to Borrower pursuant to this Agreement and the Note shal! become immediately due and payable to City. Partial termination of the scope of Services described in Exhibit "A" may on!y be undertaken with the prior approval of the CITY. 6.7.2 The CITY may also suspend or te_~T~inate this Agreement, in whole or in part, if the BORROWER materially fails to com_mly with any covenant, te~, condition, or provision of this Agreement, or with any of the rules, regulations or provision referred to herein;and the CITY may declare the BORROWER ineligible for any further participation in CITY contracts, in addition to otherremedies as provided by Law. In the event there is probable cause to believe the BORROWER is in noncompliance with any applicable rules or regulations, the CITY may withhold up to fifteen percent (15%) of the Funds until such time as the BORROWER is found to be in com_mliance by the City, or is otherwise adjudicated to be in com_Dliance. 031020 syn 0091308 6 SECTION 7.ADMINISTP~ATIVE~ P~EQUI~NTS 7.1 Financial Management. 7.1.1 Accounting Standards. The Borrower agrees to comply with Attachment F of OMB Circular A-!!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. 7.1.2 Cost Principles. The Borrower shall administer its program in confo_~mance with OMB Circulars A-!22,"Cost Principles for Non-Profit Organizations," or A-21,~Cost Principles for Educational Institutions," as applicable.These principles shal! be applied for all costs incurred whether charged on a direct or indirect basis. 7.2 Documentation and Record-Keeping. 7.2.1 Records to be Maintained. The Borrower shall maintain al! records required by the federa! regulations specified in 24 CFR Section 570.506, and that are pertinent to the activities to be funded under ~his Agreement. Such records shal! include, but are not limited to: a o Records providing a full description of each activity undertaken; Records demonstrating that each activity undertaken meets a National Objective of the CDBG Program; Records required to eligibility of activities; determine the do Records required to document the acquisition, improvement, use or disposition of tea! property acquired or improved with CDBG assistance; Records documenting compliance with the fair housing and e~da! opportunity com.monent of the CDBG Program; Financial records as reqdired by 24 CFR Section 570.502, and 0MB Circular A-!i0; and 031020 s.vn 0091308 7 Other records necessary to document compliance with Subpart K of 24 CFR Part 570. 7.2.2 Retention. The Borrower shall retain all records pertinent to expenditures incurred under this Agreement for a period of four (4) 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 four (4) years after fina! disposition of such property. Records for any displaced person must be kept for four (4) years after he or she has received fina! payment. Notwithstanding the above, i9 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 ai! issues, or the expiration of the four-year period, whichever occurs later. 7.2.3 Client Data. The Borrower 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 infor~Lation shall be made available to the City’s monitors or their designees for review upon request in order to determine compliance with the Agreement. 7.2.4 Disclosure. The Borrower 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 the Borrower’s responsibilities wi~h respect to Services provided under this Agreement, is prohibited by the laws of the State of California, unless written consent is obtained from such person receiving the service and, in the case of a minor, that of a responsible parent or guardian. 7.2.5 Property Records. The Borrower shall maintain tea! property inventory records which clearly identify properties purchased, improved or sold. Properties retained sha!l continue to meet eligibility criteria and shal! conform with the "changes in use" restrictions specified in 24 CFR Section 570 503(b) (8), as ~pp=!cab!e. 031020 syn 0091308 8 7.2.6 National Objectives. The Borrower agrees to maintain documentation that demonstrates that the activities carried out with Funds provided under this Agreement meet the CDBG Program’s nationa! objective of benefiting low and moderate income persons, as defined in 24 CFR Section 570.208. 7.2.7 Close-Outs. The Borrower’s obligation to the City shal!not end unti! al! c!ose-out requirements are completed.Activities during this close-out period shall include, but are not limited to, making final payments, disposing of CDBG Program assets (including the return of al! unused materials, e_quipment, unspent cash advances, program income balances, and receivable accounts to the City), and determining the custodianship of records. 7.2.8 Audits and Inspections. All of the Borrower’s records with respect to any matters covered by this Agreement shal! be made avai!-cub!e to the City, grantor agency, their designees or the Government of the United States, at any time during no_~mal business hours, as often as the City or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of al! relevant data. Any deficiencies noted in audit reports must be fully cleared by the Borrower within 30 days after receipt by the Borrower. Failure of the Borrower to com_m!y with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments.The Borrower agrees to have an annual agency audit conducted in accordance with current City policy concerning the Borrower’s audits, and as applicable, Circular A-!33. 7.3 Procedures Concerning Reporting and Payments. 7.3.1 Budgets. The Borrower shall submit a detailed budget of a form and content prescribed by the City for its approva!. The parties may agree to revise the budget from time to time in accordance with existing City policies. 7.3.2 Program Income. The Borrower shall report on a monthly basis all program income, as defined at 24 CFR Section 570.500(a), generated by activities carried out with the Funds made available under this Agreement. The use of program income by the Borrower shal! co~m!y with the requirements set forth at 24 CFR Section 570.504. By way of further limitations, the Borrower may use such program income during the teu~m of this Agreement for activizies permit%ed under this Agreement and shall reduce re_quests for additiona! Funds by the amount of any such program income balances on hand. Al! unused program income 031020 syn 0091308 shall 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. 7.3.3 indirect Costs. if indirect costs are charged, the Borrower shal! develop an indirect cost allocation plan for determining the appropriate City share of administrative costs and shal! .submit such plan to the City for appmova!, in a form specified by the City. 7.3.4 Payment Procedures. The City will pay to the Borrower Funds available under ~this Agreement based upon information submitted by the Borrower and consistent with any approved budget and City policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by the Borrower, and not to exceed actua! cash re.quirements. Payments will be adjusted by the City in accordance with advance fund and program income balances available in the Borrower accounts. In addition, the City reserves the right to liquidate Funds available under this Agreement for costs incurred by the City on behalf of the Borrower. 7.3.5 Progress Reports.The Borrower shall 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 shall be filed within five (5) days of the request by the City. 7.4 Procurement. 7.4.1 Compliance. The Borrower sha!l comply with current City policy concerning the purchase of equipment and shal! 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, shall revert to the City upon termination of this Agreement. 7.4.2 O.~B Standards. The Borrower shall procure materials in accordance with the requirements of Attachment 0 of OMB Circular ~-~!0, Procurement Standards, and shal! subse_cfaent!y fo!low Attachment N of OMB Circular A-!!0, Property 031020 syn 0091308 ! 0 Management Standards, as modified by 24 CFR 470.502(b) (6) covering utilization and disposa! of property. 7.4.3 Travel. The Borrower shall obtain written approva! from the City for any travel outside the metropolitan area with Funds provided under this Agreement. 7.4.4 Relocation. The Borrower agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and im_m!ementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing the Residentia! 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. The Borrower 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. The Borrower also agrees to comply with applicable City ordinances, resolutions and policies concerning the displacement of persons from their residences. SECTION 8. PERSONNEL AND PAP~TiCiPANT CONDITIONS 8. ! Civi! Rights. 8.1.1 Compliance. The Borrower agrees to comply with ai! federal, state, and loca! laws, including, without limitation, Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civi! Rights Act of 1968, as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Deve!opment Act of 1974, as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246, as amended by Executive Orders 11375 and 12086. 8.1.2 Nondiscrimination.The Borrower will not discriminate against any employee or applicant for em_mioyment because of race, color, creed, religion, ancestry, nationa! origin, sex, disability, age, marital status, family status, status with regard to public assistance or sexua! preference. The Borrower wil! take affirmative action to ensure that al! e~mloyment 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 031020 s~ 0091308 ll following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Borrower agrees to post in conspicuous places, available to emp!oyees and applicants for emp!oyment, notices to be provided by the contracting agency setting forth the provision of this nondiscrimination clause. 8.1.3 Land Covenants. This Agreement is subject to the requirements of Title VI of the 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 im_mroved with assistance provided under this Agreement, the Borrower shall cause or require a covenant runm_ing with the land to be inserted ~in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or renta!, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants. The Borrower, in undertaking its obligation to carry out the CDBG Program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 8.1.4 Section 504. The Borrower agrees to comply with any federal regulations issued pursuant to and in compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), as amended, which prohibits discrimination against the disabled in any federally assisted program. The City shal! provide the Borrower with any guidelines necessary for compliance with that portion of the regulations in force during the te_~m of this Agreement. 8.2 Affirmative Action. 8.2.1 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,co!or, et_~_icity or nationa! origin in public employment,public education, and public contracting. Article I, Section31 (e) provides that nothing in Section 31 shall be interpreted as prohibiting actions which must be taken to establish or maintain eligibility for any federa! program where ineligibility would result in a loss of federal funds to the City. The provisions of this Section 8.2 are those necessary to establish and maintain eligibility for federa! funds. At such time as any 031020 Sy~ 009130B 12 provision of this Section 8 2 is not ~e_qu_red to establish and maintain such eligibility, that provision shal! be waived by City. if Borrower believes any provision of this Section 8.2 should be waived under this Section 8.2.1, Borrower 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. 8.2.2 Approved Plan. The Borrower agrees that it shall be committed to carry out pursuant to the City’s specifications an affi_~mative action program in keeping with the principles as provided in Executive Order 11246 (September 24, 1965). The City shall provide affi_~mative action guidelines to the Borrower to assist in the fo~mulation of such program. The Borrower shall submit a plan for an affi_~mative action program for approval prior to the award of Funds. 8.2.3 Women and Minority Business Enterprises. The Borrower will use its best efforts to afford minority and women- owned business enterprises the maximum practicable opportunity participate in the perfo_~mance 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. The Borrower may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. 8.2.4 Access to Records. The Borrower shall furnish and cause each of its contractors or subcontractors to furnish al! information and reports re_ciuired hereunder and will permit access to its books, records and accounts by the City, HUD or its agent, or other aunhorized federal officials for purposes of investigation to ascertain compliance with rules, regulations and provisions stated herein. 8.2.5 Notifications. The Borrower will send to each labor union or representative of workers with which it may have a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker’s representative of the Borrower’s commitments hereunder, shall post copies of the notice in conspicuous places available to employees and applicants for em_m!o!rment. 031020 syn 0091308 i3 8.2.6 EEO/~A Statement. The Borrower will, in all solicitations or advertisements for e~mloyees placed by or on behalf of the Borrower, state that it is an Equa! Opportunity or Affirmative Action Employer. 8.2.7 Subcontract Provisions. The Borrower will include the provisions of Sections 8.1 and 8.2 in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each contractor or subcontractor or vendor. 8.3 Emp!oyment Restrictions. 8.3.1 Prohibited Activity. The Borrower is prohibited from using Funds provided herein or personnel em_m!oyed in the administration of the CDBG Program for political activities, sectarian or religious activities, or lobbying, political patronage, and nepotism activities. 8.3.2 Labor Standards. The Borrower agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act, as amended, the provisions of Contract Work Hours, the Safety Standards Act, the Cope!and ~Anti- Kickback" Act (40 U.S.C. 276a-276a-5; 40 U.S.C. 327 and 40 U.S.C. 276c and al! other applicable Laws pertaining to labor standards insofar as those acts apply to the perfo_~mance of this Agreement. The Borrower shal! maintain documentation which demonstrates com_m!iance with the hour and age requirements of this part. Such documentation shal! be made available to the City for review upon request. The Borrower agrees that, except with respect to the rehabilitation or construction of residentia! property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000 for ~ ’ ’cons u~uc~ion, 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 -~ _w_~n the applicable recruirements of the regulations of the Department of Labor, under 29 CFR Parts !, 3, 5 and 7 governing the payment of wages andratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those re_quired under the regulations are im_oosed by state or local laws, nothing hereunder is intended to relieve the Borrower of its obligation, if any, to require payment of the higher wage. The Borrower shall cause or require to be inserted in ful!, in ai! such contracts subject to such 031020 s.vn 009130S 14 regulations, paragraph. provisions meeting the requirements of this 8.3.3 "Section 3" Clause. Com_m!iance 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, shal! be a condition of the federal financial assistance provided under this Agreement and binding upon the City, the Borrower and any contractor or subcontractor. Failure to fulfill these requirements shal! subject the City, the Borrower and any contractor or subcontractor, their successors and assigns, to those sanctions specified by the agreement through which federa! assistance is provided. The Borrower certifies and agrees that no contractual or other disability exists which would prevent com_m!iance with these requirements. The Borrower further agrees to comply with these "Section 3" requirements and to include the following language in al! 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 !968, as amended, 12 U.S.C. 1701. "Section 3" requires that to the greatest extent feasible opportunities for training and employment be given to !ow and very low income residents of the project area and contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low and very low income persons residing in the metropolitan area in which the project is located." The Borrower further agrees to ensure that opportunities for training and em_mlo_vment 031020 s.vn 0091308 ! 5 C o arising in connection with a housing rehabilitation (including reduction and abatemen~ 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 !ow and very low income persons within the service area of the project or the neighborhood in which the project is located, and to low and very low income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead- based paint hazards), housing construction, or other public construction project are given to business concerns that provide economic opportunities for !ow and very low income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible priority should be given to business concerns which provide economic opportunities to low and very !ow income residents within the service area of the neighborhood in which the project is located, and to !ow and very low income participants in other HUD programs. The Borrower certifies and agrees that no contractual or other legal incapacity exists which would prevent compliance with these requirements. The Borrower agrees to send to each labor organization or representative of workers with which it has a collective agreement or other contract or understanding, if any, a notice advising the labor organization or worker’s representative of its commitments under this "Section 3" clause and shall post copies of the notice in conspicuous places available employees and applicants for employment or training. The Borrower will include this "Section clause in every subcontract and will take 031020 s.vn 0091308 appropriate action pursuant to the subcontract upon a finding that the contractor or subcontractor is in violation of regulations issued by the grantor agency. The Borrower 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 re_quirements of these regulations. 8.4 Conduct. 8.4.1 Assignability. The Borrower 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 the Borrower -from the City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assigrament or transfer shal! be furnished promptly to the City. 8.4.2 Hatch Act. The Borrower agrees that no Funds provided, nor personne! employed under this Agreement, shall be in any way or to any extent engaged in the conduct of politica! activities in violation of Chapter 15 of Title 5 of the United States Code. 8.4.3 Conflict of Interest. The Borrower agrees to abide by the provisions of 24 CFR Section 570.611 with respect to conflicts of interest, and covenants that it presently has no financia! interest and shal! not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the perfo_~mance of Services required under this Agreement. The Borrower further covenants that in the performance of this Agreement, no person having such a financial interest sha!l be employed or retained by the Borrower hereunder. These conflict of interest provisions apply to any person who is an employee, agent, consultant, officer, or elected officia! or appointed official of the City, or of any designated public agencies or Borrowers which are receiving Funds under the CDBG Program. 031020 syn 0091308 17 8.4.4 Subcontracts. The Borrower shall not enter into any subcontracts with any agency or individual in the perfo_~mance of this Agreement without the written consent of the City prior to the execution of such subcontracts. The Borrower will monitor all subcontract services on a regular basis to assure contract compliance. Results of monitoring efforts shal! be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. C o The Borrower shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the perfo_~mance of this Agreement. do The Borrower shall undertake to ensure that al! subcontracts let in the perfo_~mance of this Agreement shal! be awarded on a fair and open competition basis. Executed copies of all subcontracts shal! be foz-warded to the City along with documentation concerning the selection process. 8.4.5 Lobbying. The Borrower hereby certifies that: a o 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 Federa! grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewa!, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; 031020 s.vn 009130~! 8 bo 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 emp!oyee of a Member of Congress in connection with this Federa! contract, grant, !oan, or cooperative agreement, it wil! complete and submit Standard Form-LLL, ~Disclosure Form to Report Lobbying," in accordance with its instructions; C °Zt will require that the language of paragraph (d) of this certification be included in the aware documents for all subawards at all tiers (including subcontracts, subgrants,and contracts under grants, !oans, and cooperative agreements) and that all Borrowers shal! certify and disc!ose accordingly; and Lobbying Certification - Paragraph d This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shal! be subject to a civil penalty of not less than $!0,000 and not more than $!00,000 for each such failure. 8.4.6 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 pu_r-poses. 8.4.7 Religious Organizations. The Borrower agrees that Funds provided under this Agreement will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in accordance with the federa! regulations specified in 24 CFR Section 570.200(j). 031020 syn 0091308 SECTION 9. Ek~IRONMENT~ CONDITIONS 9.1 Air and Water. The Borrower 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.; 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 re_quirements specified in said Section i14 and Section 308, and all regulations and guidelines issued thereunder; U.S. Environmental Protection Agency regulations pursuant to 40 CFR Part 50, as amended. 9.2 F!ood Disaster Protection. In accordance with the re_quirements of the F!ood Disaster Protection Act of 1973 (42 USC 4001), the Borrower shal! assure that for activities !ocated in an area identified by FEi~LA as having special f!ood hazards, flood insurance under the Nationa! Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). 9.3 Lead-Based Paint. The Borrower agrees that any construction or rehabilitation of residentia! structures with assistance provided under this Agreement shal! be subject to HUD Lead-Based Paint Regulations at 24 CFR Part 35 et seq. as amended. 9.4 Historic Prese_~-vation. The Borrower agrees to comply with the historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State 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. SECTION i0. SE%~RABILITY 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 ful! force and effect. 031020 syn 0091308 2 0 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above.written. ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM:CL.~A-_NLATEO ALLIANCE, INC. Senior Asst. City Attorney By: Name: APPROVED:Title: Assistant City Manager Director of Administrative Services By: Name: Title: Director of Planning and Community Envirorament Insurance Review Taxpayer Identification No. Fed. I.D. #3321885 (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a co-~poration. 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 EXHIBIT "C": SCOPE OF SERVICES &TIME SCHEDULE PROMISSORY NOTE INSURANCE 031020 S.VI~ 0091308 2 1 CERTIFICATE OF ACKNOWLEDGMENT Civi! Code § 1189) STATE OF CALIFORNIA ) ) C0~TY OF SANTA CLARA) On , before me, the undersigned, a notary public in and for said County, personally appeared , personally known to me (or 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. 031020 s.vn 0091308 22 CERTIFICATE OF ACKNOWLEDGmeNT (Civi! Code § 1189) STATE OF CALIFORNIA ) ) COUNTY OF SANTA CLARA) On , before me, the undersigned, a notary public in and for said County, personally appeared , personally known to me (or 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. 031020 s.vn 0091308 2 3 EXHIBIT ~A" CL~-RA-~_TEO ALLIANCE, INC. KITCHEN AND ELSA SEGOV!A CENTER REBLkBILITAT!ON SCOPE OF SERVICES C!ara-Hateo Alliance (CMA) is a community-based nonprofit agency providing shelter,~ -’ _ur=nsitiona! housing and other supportive services to people in San Hateo and Santa Clara Counties. This project consists of two phases of rehabilitation to C.WiA’s existing space. The first phase, Phase A, involves making additiona! modifications to C.~A’ s ~:sa Segovia Center and attached Family Shelter and Transitiona! Housing programs. Phase B involves converting C.~rh’s existing food storage area into a commercial kitchen. The space to be modified is a 9o~-mer kitchen, however, all ecfdipment has been removed and significant upgrades must be made to bring it up to existing ne=luh, sa,_e~y and sanitation codes. The maj or tasks that C!ara-Hateo Alliance, in conjunction with its architect, wi!! perform in connection with the project include, but are not limited to, the following : <mply for ’~_C!~y re_~uired permits and/or variances based on proposed modifications to existing buildings. Prepare bid _ ~:~ ~’_ sDec=::cau~ons in accordance with federal regulations including, but not limited to, prevailing wage and com_metitive bid re_quirements, if applicable. 3. Select contractor. Attend pre-construction conference. 5.Complete Phase A of the project, which includes: Flooring, painting and lighting extended down two corridors (Corridors ! and 2); bo Controlled a±=_mee doors placed at the end of both corr~eo_s (Corridors ! and 2); Room E-!!7C wil! be converted into an office (partition wal! with door, electrica! and data lines installed); 03]020 s.vu 009130g Computer server moved from existing kitchen into a more fu_ncniona! space. Space should have air conditioning added. Convert an existing space into an office (door to outside replaced, flooring installed, electrica! and data lines installed); and Room D-!06 will be converted from non-functioning bathtub to three sta!l shower (one handicap accessible). Complete Phase B of the project, which includes: Rooms E-!20 ~nd E-!2! wil! be converted zo =~ ~-7 ki " wn~cn w~ ~ ~ "= walk-in-comm__c_=_ccnen "’ ~.-- .nC_UQ~a ,e_-_~e_=~o~/,.eeze~,commercia!grade dishwashing ec~imment,shelving and food preparation areas. Bid Process All contracts ~nd subcontracts sha!l be awarded through a fair and open com_metitive bidding process. The process shal! be re~,~ewe~ and approvee by Cizy. C!ara-Mateo Alliance, inc. will use its best efforts to afford rminoritv and womb._ owned business~-- ~ enterprises the maximum practicable opportu~nity to participate in contracts !et in the perfo_~mance of this project. Executed copies of ai! contracts shall be supplied to City along with documentation concerning the selection process. Prevailing Wage and Federal Labor Standards Clara-Hateo Alliance, inc., its contractors and subcontractors shall comply wizh the Federal Davis-Bacon Act Prevailing Wage including the applicable wage decision into the bid documents, and al! contracts awarded under this Agreement. Clara Hateo A!ii~nce, inc., the selected contraczor and any s’~ubcontrac:ors will participate in a pre-const_~uction conference wizh Cizy to review Davis Bacon com_m!iance re_cfuirements, including reporting and monitoring. Time!ine: The project will attempt to adlnere to :he following timetable. 03]020 s.’,,~ 0091308 2 June 15, 2003 July 15, 2003 July 31, 2003 _August 15, 2003 August 30, 2003 September 15, 2004 March 15, 2004 Meeting with City Staff to review project specif%cations Bid Documents Avai!ab!e/Ad in Paper City Contract Signed Bid Opening and contractor selection Pre-construction conference Start of construction Work Com_m!eted 031020 syn 0091308 EX_KiBiT PROMISSORY NOTE $200,000.00 Date: Palo Alto, California FOR VALUE RECEIVED, Clara-Mateo Alliance, 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 Paio Alto, a charter city and a municipa! corporation (~CiTY"), the principa! sum of Two Hundred Thousand Dollars ($200,000) at the office of Revenue Collections of the City of Palo Alto, 250 Hamilton Avenue, P.O. Box 10250, Pa!o 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 six percent (6%) per year on the unpaid principa! balance. This .Note is made in connection with an agreement entitled ~AGREE!KE/gT BETWEEN THE CITY OF PALO ALTO ANDCLARE-MATEO ~LIANCE, INC. FOR FUNDS ALLOCATED DURING FISCAL YE~ 2003/04 UNDER THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM ("Agreement"). The Agreement provides that BORROWERis the recipient of certain Community Development Block Grant(~CDBG") funds designated for certain renovation costs at the Clara-Mateo Alliance facility located at795 Wil!ow Road, Menlo Park, California. A~_y amounts advanced under this Note shall, at the option of C!TY, become immediately due and payable upon the occurrence of any of the following: (a) the failure by BORROWER to commence and com_mlete the project of services or to com.m!ete 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 !, 2009; (c) a use by BORROWER of the Facility, prior to July !, 2009, 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 !974 and 1977, as amended, and the regulations issued pursuant thereto by the United States Department of Housing and Urban Development, or successor 031020 syn 0091308 agency; and (d) an uncured default under the Agreement, this Note, or the Deed of Trust. Subject to the terms of the Agreement, the entire principal balance shall be considered paid in full if, on July !, 2009, 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 al! or any part of the obligations ewidenced by this Note may prepay al! or any portion of the principal sum of this Note, without penalty. .Any and al! payments made hereunder shal! be credited, first, on the interest then due and, the remainder, on the principa! balance, and interest on the principal balance so credited sha!! thereupon cease. BORROWER, any endorser of this Note, and any others who may become liable for all or any part of the obligations evidenced by this Note or this Note, as amended, hereby individually waive demand, presentment for payment, demand and protest, notice of protest, demand, and of dishonor and non-payment, and consent to any number of extensions or renewals of time hereof. Any such extensions or renewals may be made without notice to any of the obligated parties and without affecting their liability.The pleading of any statute of limitations as a defense toany demand against BORROWER is expressed waived by BORROWER.if BOP~OWER consists of more than one person or individual,each person or individual shall be jointly and severally liableunder this Note. BORROWER shall not further encumber, mortgage or subject the Facility, or the real property on which it is !ocated, or any interest therein, to a deed of trust, mortgage, indenture, or other document of lega! encumbrance (individually, "Encumbrance" and jointly, "Encumbrances") without the prior written consent of CITY. Unless CITY shall expressly agree otherwise, in writing, any Encumbrance affecting the Facility shal! 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, (1) CITY shall have the right, but not the obligation, to cure the default prior to the completion of any foreclosure and reinstate the Encumbrance; or (2) pay the total unpaid indebtedness secured by such Encumbrance, in which event, such Encumbrance shall be released, canceled, or otherwise reconveyed. _Any amounts ex~ended by CITY under the contingencies set forth in (!) or (2) of the preceding paragraph shal! be reimbursed by 031020 syn 0091308 BORROWER upon demand of CITY therefor, and, in any event, shall bear interest at the maximum rate permitted by Article XV, Section 1(2) of ~the California Constitution, as may be amended from time to time, from the date such amounts were advanced by CITY until paid by BORROWER in full. All such amounts, including interest and any penalty authorized under the Agreement, this Note, or the Deed of Trust, shall be added to the principal of this Note. The approval by BORROWER of any Encumbrance, and the placing of a security interest therefor on the Facility, or any portion thereof, not containing the provisions of the preceding paragraph and this paragraph shall constitute a default under this Note. If any default is made hereunder, BORROWER further promises to pay reasonable attorneys’ fees and costs and expenses incurred by CITY in connection with any such default or any other action or other proceeding brought to enforce any of the provisions of this Note. CITY’s right to such fees 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. // // // II /I 031020 syn 0091308 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. CLARA-MLATEO ALLIANCE, INC. By: Name : Title: By: Name : Title: Taxpayer Identification No. Fed. I.D. #94-3321885 (Compliance with Corp. Code § 313 is re_quired 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) 031020 syn 009130S