HomeMy WebLinkAbout0539.092December J, 1992
HONORABLE CITY COUNCIL
Palo Alto# California
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AGREEMENT WITH THE COUNTY OF SANTA CLARA TO CARRY Oll'r SI'TE
PREPARATION WORK FOR A NEW CHILDREN'S SHELTER PROJECT WITH
CITY'S CO!IHUNITY DEVELO?MENT BLOCK GRANT (CDBG) FUNDS,
Tnt PAXXENT OF WHICH IS EVIDENCED BY A PB9 .... ll-S..s0RY NOTE
Members of the council:
REPORT IN BRIEF
The attachea agre~ment vi~~ the County of Santa Clara is for site
preparation servlces to accommodate the c~nstruction of the
County's New Children's Shelter Project located at 4455 Union
Avenue, San Jose, California. The City will contribute $72,500 in
COBG funds to the county, and. repayment ot" such funds 'Will be
evidenced by a promissory note.
BACKGROUND
On May 26, 1992, the Council adopted Resolution No. 7093 approvinq
the use of CDSG funds fer fiscal y~~r 1992-1993. Item 15 of the
Resolution approved and authorized a funding allocation of $72,500
f~r the design and construction costs associated with a ne~ santa
Clara County Children#s Shel~er to be located near the intersection
of Camden and Union in San Jose.
The proposed shelter will provide temporary care for abused
children in Santa Clara County, ranging in age from infancy to 1B
years old. It will consist of six cottage-style j single-story
residential buildings, a school facility, a qymnasilm and
recreational ~acility, and an administration and dininq facility.
Upon completion, the shelter will have an occupancy of between 70
and 132 children who ~il1 be housed, cared for and ~ttend school on
site.
CMl<:S39:92
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CDBG Fl'NDS
The CDBG entitlement cities of Palo .~lto, Mountain Vie'W and SantpI
Clara., as well as the Urban county's non-entitlement cities of
Ca~pbell, Los Altos and Saratoga, have all allocated CDBG funds to
the NeW' Children'. Shelt.er project in fiscal }:,ear 1992-1993. At a
~oint meet.ill1 of the vi'lri~us City and County staff members involved
in the project, it was agreed that all County CDBG funds 'Would be
used to prepvre the. County-donat-!d $1 te in San Jose for
construction. The county of Santa Clara agreed to manage the
hidding and const~uct1on oversight for this portion of the project,
in accordance ~ith the applicable regulations of the U.S.
Departmel'~t of Housing and urban Develcp~ent (MUD).
The citi9S of MountaIn View and Santa Clara have executed siMilar
agreements with the County. All three agreements I as well as the
site preparation construction contract, ~ill be preser.ted to the
county's Board of Supervisors for approval at their December 8_
1992 meetinq.
RECOMMENDA'UON
staff recommends that the city Council approve the agreement with
the County of Santa Clara in the amount of $.72,500 for site
preparation costs aSSociated with the construction of the county's
New Children's Shelter and authorize the Mayor-to execute the
appropriate documents.
Respectfully submitted,
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SUZ RICHARDS
,/ BG oord ina
'IM~-f./df~y
KENNETH R. SCHREIBER
Director of Pla~~inq and • community Environment
Attachment: Agreement with county of Santa Clara
with Promissory Note
cc: Nancy Weiner, Project Director
Nev Children's Shelter Fund
Citizens' Advisory Committee
CHR: 539: 92
l' 1L'1rIO.\CKSHl..T.CltO:
11/26/92
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AGIUlBlC!ll'l' BY MIl) BZTIf!!DI TH. CITY OJ' PALO ALrO
lUro rilE ~IIJI'l'Y OJ' 8Al!TA CLARA ro CAlllty OUT THII: SIrE
PREPAJlATIOl!l .rOR A )lEW CBILORENS' SHELTER PROJI:Cl'
J'OR '1'IlI!l 11 U -n YEAJIS COIlX11l!I'iY DlIVELOPMElI'r
BLOCI[ GllAlIT PJlOGRlUC P OlIBtrAJIT TO '!'Bill 1I0178rNG lo!ID
~TY D8VaLOPKENT ~CT8 OP ~'7t, ~977, 1"3,
1'85 AND ~987, AS AKEBDED
THIS AGREEMEh'"'l' (herein "AGREEMENT" J, is made and entered into on the
____ day of , 1992, (herein the ~Efrective Date") by and
between the CITY OF PALO ALTO, a municipal corporation (herein wCITyA),
«nd the COUNTY OF SANTA CLARA, a county corporation organized and
existing by virtue of the laws of the State of Califo:cnia (herein
"COUNTY~). CITY and COUNTY may herein be referre~ to individually as a
·Party" or collectively as "Parties".
RECZTALS,
The Parties agree as follows:
WHEREAS,
A. Pursuant to ~he provisions of Title I of the Housing and community
Development Act of 1974, as amended, CITY has app~opriated funds in
an amount not to exceed SEVEN'ry TWO THOUSAND FIVE HUNDRED DOLLARS
($72,500) to be utilized during the time period January 1, 1993 and
Decem})er 31, 1593" to serve very 10 .. and low income persons, some
of whom are residents of the City ~f Palo Alto; and
B4 CITY has appropri~ted said funds for the purpose of meeting the
qoals and objectives of developing a new County Children's Shelter
as outlined. in Exhibit A, SCOPE OF SITE PREPARATION SERVICES
(herein ·PROJECT"), attached hereto and incorporated herein by
reference, benefitting very lo~ and low income persons, some of
whom are residents of the city of Palo Alto, and CITY Qesir~s to
engage COUNTY to assist in accomplishing said goals.
AGRR~ PROVISIONS:
The Parties further agree as follows:
1. DsrrxrrIOH or r2RM8
A. Clients -Children, ages 1 through 17, some of whom are very lo~
and low-income residents of the City of Palo Al to and need
protective custody due to abuse, neglect, or ebando~~ent, and
receive medical care, education and recreation services, short
term residential care, and placement and rEunificatjan services
3t the Children's Shelter.
B. Building site -COL~TY property located at 4455 Union Avenue,
San JOBe~ Ca 95124~
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C. proposed Building - A 1]2 bed residential ~uildinq with related
facilities for medical and menti11 health care, education,
recreation, counseling and placeme~t services to Clients.
o. ~ site Preparation~oDtraqt9r ll;€lrein ~ -'rhe prime
contractor-responsible to COUNTY for preparing the Building Site
for construction of the Proposed Building.
E. site Preparation Contr-ac"t. -The contract bet'WeGD COUN'lY and PSC
gover-ning all aspects of Ruilding Site preparation.
F. Lien Period The five (5) year period during Which the
Children'S Shelter must continue to be used for the pur~ose of
providing $ervices to Clients. The effective date of the Lien
period shall be the date of the cOMmencement of Activities at
the Proposed Buildinq, as described in Exhibit A. Durinq this
period l CITY funds shall be securea by a Promissory Note.
G. Froject Manaaer -The City Manaqer of CITY or his/her designee.
The project Manager shall render overall supervision of the
proqress and perfol'l!\ance o.f the PROJECT under this AGREEMENT tor
CITY. All services 'Which the CITY agrees to per-form shall be
under the overall direction of the proj~ct Kanager.
H. proj@ct pirector -A person ase.iqned by COUNTY to act as the
director of the PROJECT who will have ~verell responsibility for
the progress and e~ecution of this AGREEMENT. Should
circumstances or conditions $ub$equent to the execution of this
AGREEMENT (during the time period through the end of the Lien
Period) require a SUbstitute project Director, COUNT¥ shall
notify CITY immediately of such occurrence. The Parties shall
fully cooperate in all matters related to the PROJECT, its areas
of concern, and the impact of the PROJECT on residents of the
city of Palo Alto.
r. Very LoW and Lo~ncome (Persons): The appr?priate income level,
adjusted for famil}~ size, as determined by the United States
Department of Housing and Urban Development (herein nHUD~) for
the COBG Program.
2," OBLIGATIOJI' 0' COOllTY
A. Obligation of COUNTY:
COUNTY sha 11 ,
1. Maintain no membe~ of the Board of Supervisors or staff as
·inte~ested persons" under the AGREEMENT. For the purposes
of this AGREEMENT, Winterested persons" means either:
a) Any person currently being compensated by the COUNTY for
services rendered to it within the previous twelve (12)
months, whether as a full or part time employee,
independent contractor or otherwise, excluding any
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reasonable compensatior. to a Bo.:ard lCembe!' as a Board
member; or,
b) Any brother, sister, ancestor, descendant, spouse,
broth.er-in-ll!lw, sister-in-la .... , son-in-law, daughter-in
law, mother-in-law, or father-in-law of any such person
described in paragraph A.l.a, above.
2. Open to the public all meetings o! the Board ot Supervisors,
except meetinqs, or portions th!:!reoi, dealing with personnel
or litigation matters, or as othe~ise permitte~ in
accordance with California law, including the Brown Act.
3. Keep minutes, approved by the Board of Sup&rvi~ors, of all
reqular and special meetinqs.
4. Encourage public participation in planning and implementing
services provided in the Proposed Building.
5~ Utilize minority and/or female owned businesses. vendors,
suppliers, and contractors to the ~aximum extent feasible,
for items funcled under this AGREEMEN'.c.
B. PROJECT PerfOrmance of COUNTY:
COUNT¥ sha 11 :
1. Develop the Building Site in accordance ~ith COUNTY plans and
specifications consistent \lith subsequent construction of the
Proposed Buildi~9i
2. Ccllect tunds sufficient to carry out the site preparation;
3~ Apply all funds contributed hy CITY exclusively to the. site
preparation;
4. Submit to CITY, on the pr£'scribed form, a line item site
preparation budqet of the PROJECT to be incorporatf:!d in this
AGREEMENT as Exhibit B, BUDGET AND BASIS FOR REIMBURSEMENT,
at~ached her~to and incorporated herein by reference;
5~ Certify to CITY that the Site Preparation Contra.ct adheres to
all federal requirements of the Community Development Block
Grant Program (CDBG);
6. Monitor the wo~k performance of the PSC and sUbmit to CITY
performance criteria and schedule of activities describing
measurable progress of the PROJECT as set forth in Exhibit Aj
7. submit to CITY a cost reimbursement statement \lith
documenta.tion of actual costs incurred by COUNTY for the
precedinq time period and cumulative fer the PROJECT to date;
8. Following initial occupancy of the Proposed Buil~ing, file
annual reports (on forms approved by CITY) with CITY on the
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n\llll.ber of unduplicated Clients receivin;J services in the
Propoaed Building through the operation of that building as
a children'6 shel~er and number of those Clients who ara of
very low and low income. Ths annual reports shall be due on
Jo.ugust 3.1 of each year and shall coyer activity in the
preceding fiscal year (July 1 through June 30). These
reports shall be required Quring the full I.ien Period; and j
9. Coordinate its services 'With e)(istinq crqani~ations providing
similar 5~rvice in order to foster community cooperation and
to avoid unnecessary duplication of services.
C. ~cal Responsibilities of COUNTY:
COUNTY sha 11 :
1. Appoint and suhmit the name of a fiscal officer who shall be
responsible for the financial ~nd accounting activities of
COUNTY r including the receipt and disbursement of COUNTY
fur..ds;
2. Establish ~nd m~intain a system of accounts that shall be in
conformance with generally accepted principles of acc~unting
for budgeted funds;
J. Document all costs by maintaining c.omplete and accurate
records of all financial transaction6, includinq, but not
limited tOI contracts I invoices, time cards, cash receipts,
vouchers, cancelled checks, ba.nk statements, and/or other
official documentation evidencing in proper detail the nature
and propriety of all charges;
4. 'Be liable for t:epayment of disallowed costs. Disallowed
costs may be identified through audits, monitoring, or other
sources. COUNTY sha.ll be afforded the opportunity to respond
to any adverse findings which may lead to disallowed costs.
CITY snzll make th~ final determination of disallowed costs;
5. Sub-cit fo~ approval :by CI'!'Y any lease agreement either
contemplated or .in effect, which would involve the Proposed
Building constructed under this AGREEMENT during the Lien
period; and,
6. certify insurability of COUNTY and PSC by executing Exhibit
C, INSURANCE REQUIREMENTS, attached hereto and incorporated
herein by reference.
Said policies shall be maintained with respect to employees
and vehicles assigned to the performance of the terms and
conditions of this AGREEMENT with coverage amounts. reqUired
endorselDents. certificates of insurance. and coverage
verifications as defined in Exhibit c.
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D. ~~ Reports and Audits of CQ!.lliI.1
1. hstablishmenL.....And Maintenance oL __ Records: COUNTY sha..l1
maintain records, including but not liaited to books,
.financial records, !Supporting documents, statistical records,
personnel, property and all other pe!'tinent records
SUfficient to reflect properly:
a) all direct and indirect costs of ~hatever nature claimea
to have been incurred and anticipated to be incurred to
perform this AGREEMENT; ano
bJ all other matters covered by this AGREEMENT.
2. pressrvatign of Records:
available its records:
COUNTY shall preserve and make
a) Until the expiration of three (3) years from the date of
the SUbmission of the final expenditure report; or,
b) For such longer period, it any, as 25 required by
applicable law; or,
cJ I~ this AGRE~~ is completely or partially terminated,
the records relating to the. work terminated shall !Je
preserved and made available for a period of three (3)
years from the date at any resulting final settlement; and
dJ until the expiration of three (3) }years from the date of
the completion of the Lien Period, for those records
related to the annual reports described in section 2,
Paragraph 8.4 above.
3. Examination of Records; F2Icilities: At any time during
normal business hours, and as often as may be deemed
necessary, COUNTY agrees that CITY I and/or any duly
authorized representatives shall, until expiration of (a)
three (3) years after final payment under this AGREEMENT, or
(b) such longer period as may be prescribed, have access to
and the. right to examine a).1 of its records .r"ith respect to
all matters covered by this AGREEMENT. COUNTY also agrees
that CITY, or any duly authorized representatives, have the
right to audit, examine and make ex~erpts or tra~scripts of
and from, such records, and to make audits of all contracts
and subcontr~cts, invoices, payrolls, records of personnel,
conditions of ~ployment, materials and all other datd
relating to matters covered by this AGREEMENT.
4. ti..~y-Audits: CITY may require an independent audit. Such
audits may cover PROJECT cOIt1.pliance as 'Well as fiscal
matters. COUNTY will be n~tified in advance that an audit
will be conducted~ COUNTY will be afforded aM opportunity to
respond to any audit findings, and have the responses
included in the final audit report. Cost of such audits ~ill
be borne by CITY.
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E. PURCHASING
1. PErsonal Prope.tlY.: Use of funds provided under this AGREEMENT
for purchase of personal property is an ineligible expense.
2. ~t:ruction Equipment; The purchase
:eq'..lipm.ent is an ineliqible. expense., but
COUNTY by CITY tor the use of such equipment
dep~eciationt O~ use allo~ances pursuant to
21., A-87, or A-122 is an eliqible expense~
ot const.r-uction
compen-Gation to
through leasing,
O~~ Circulars A-
3. Purchase of Real Property: None of the. funds provided under
this AGREEMENT shall be used for the purchase of real
property, except to the extent the Proposed Suildinq becomes
attached to the Building: site, or for the purchase of an
option on the purchase of real property.
4.. All COUNTY procurement under-this
accordance vith OMS Circular A-102 t
Attaebment 0, or successor regulations as amended.
F. Non-Religigus Activity: In addition to, and not in substitution
for, other provisions of this AGREEMENT regarding the provision
of public services provided in the Proposed Building, COUNTY:
1. Represents that it is not, or may net be deemed. to 00, a
religiOUS or denominationa.l institut.ion or organization or an
organization operated for ~eligion purposes which is
su.pervised or controlled by o.r in connection with. a religious
o~ denominational institution or organization; and,
2. Agrees that, in connection with such public services provided
in the Proposed 6uilding:
a) It ..,ill not discr iminate against any employee or applicant
tor employment on t?ie basis of religion and will not limit
employment or give preference in employment ~o persons on
the basis of religion;
bJ It 'Will not discriminate aqainst any person applying lor
publio services en the basis of religion and will not
limit such services or give preference to persons on the
basis of religion;
c) It will provide no religious instruction or counselling.
cono'IJct no religious 'Worship or services, engage in no
religious proselytizing, and exert no other religious
influence in the provision of public services in the
Proposed Building; and,
d) Tha portion of a facility used to provide pUblic services
in the proposed building shall ccntain no seotarian or
religious symbols or decorations.
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3 • COIlDAe'f C9.NPLlABCI
A. Bid Poc.lsage and site PrepS!!r2ltio..lL£Qn.~ for PSC -COUN'l"{ shall
develop a bid packaqe, competitively bid ~he PROJECT, and award
a site Preparation Contract, containing all elements ~equired by
CDBG, and subject to review and approval by CITY, for PSC.
Final a~a~d of the site preparation Contract shall be subject to
review and appr:>val by CIT'!. CITY shall have the right to
request the services of an outsid~ aqent to assist in any such
reviews. such services shall be paid for-by CITi'. CIT'i and
COUNTY shall develop a mutually agreed timetable for this
process.
B. Monitori~~ -COUNTY shall have the primary responsibility
for monitoring the PSC's adherence to the Site ?reparat~on
Contract, including complianclI! with applicable :fed-aral and state
prevailin9 ~age requirements and shall make progress payments to
the PSC as specified in the Site Preparation Contract.
C. Unsatisfactory Perfonnance -COUNTY ..,ill be considered to be
performing in an unsatis.factory manner if satisfactory progress
is not made jn accord with the Site Preparation contract.
Should the PROJECT fail to make satisfactory progress, such
occurrence will be addressed by CITY staff and reviewe~ by the
project Manager. If COUNTY comes under review of the type
described her-ejn, it will be notified and shall have the
opportunity to provide any relevant information to the project
Manager prior to any action taken by CITY.
D. Contract Nonc_ompliance -With receipt by CITY of any information
that evidences a failUre or deficiency by COUNTY to comply with
any provision of this AGREEMENT, CITY shall have the right to
require corrective action to enforce compliance with such
provision. Corrective action b~' COUNTY shall be required if any
of the followinq~ as examples only, occur:
1. If COUNTY (with or ~ithout knowledge) has made any
misrepresentation of any nature with re£pect
information or data furnished to CITY in connection
PROJECT;
material
to any
with the
.2. If there is pending litigation or a tr.reat of impending
litigation with respect to the performance by COUNTY of any
of its duties or obligations under this AGREEMENT which may
materially jeopardize or adversely affect the undertaking of
or the carrying out of the PROJECT;
3. If COUNTY shall have taken any action pertaining to the
PROJECT 'lL'hich requires CITY approval .... ithout having obtained
such approval;
4. If COUNTY is in default under the prOVisions of this
AGREEMENT;
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5. 1::( COUNTY makes improper use of qral"t funds as described
herein in Section 2Bj
6, It COUNTY
conditionE;.
constitute
~ails to comply with
of this AGREEMENT in
material breaGh thereot;
any of
such a
or,
the terms
manner as;
and
to
If COUNTY ~ubmits to C1TY any reports which ~re incorrect or
incomplete in any material respect.
O. corrective AC~iQn:
1. If CITY deteLmines that COUNTY's performance is
unsatisfactory or otherwise not complying with the terms of
this AGREEMENT, CITY shall forward to COUNTY a set of
specit"io corr-active action requirements relative to such
unsatisfactory PROJECT performance ana/or noncompliance and
establish a timetahle for implementing the specified
corrective action requirements. such timetable shall allow
COtmTi' not less than seven p) ol,lsinE.ss days nor more than
fourteen (1<l) :business days to comply with the specified
corrective action requiremants~ Following implementation of
the co~rective acticns l COUNTY shall forward to CITY, within
the time specified by CITY, any documentary evidence required
by CITY to verify tha.t the corrective actions have been
taken~ In the. event COUNTY deBS not implement the cor-r-ective
action requirements in accordance with the corrective action
timetahle, CITY may suspe.nd pay'ments her.eUllder-and/or providl!!
notice of intent to terminate this AGREEMENT.
2. After all administrative r-cmedies have been exhausted, CITY
shall have the right to require the presence of any of
COUNTY'S officers at any hearing or meeting called for the
purpose of considering corrective action within seven (7,
business days of issuing s'llch notice. COUNTY will have an
opportuni ty to participate full)~ in cor-recti ve action
deliberations~
4. OBLIGATIONS ~CITY
A. Method of Payment
CIT~ shall reimburse COUNTY for all allowable costs and expen~es
incurred in accomplishing the PROJECT commencing January 1, 199'3
and ending December 31, 1993, or other closing date determined
by CITY, not to exceed the total sum of SEVENTY TWO THOUSAND
FIVE HUNDRED DOLLARS ($72,500) except that CITY may, at any time
and in its absolute discretion, elect to suspend or terminate
payment to COUNTY, in whole or in part, under this AGREEMENT or
not to make any particular payment under this AGREEMENT in the
event of unsatisfactory performance or non-complian~e. Subject
to submission of appropriate invoices and other documentation,
reimbursement shall be for site preparation 'Work progress as
specified in the Site Preparation Contract or other items as
speCified in EXHIBIT B~
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-a. CITY shall make its payments in the r·:)llowing manner:
1) Within twenty eight (28) calendar days cf wri tter. no"tice from
the COUNTY that site preparation of the PROJECT has
commanced, CITY shall deposit SIXTY FrVE THOUSAND TWO HUNDRED
FIFTY '!ruNPRED DOLLARS ($65, ~50) into a PRO.1ECT .account as
designated by the COUNTY; and,
2) CITY shall pay the remaining SEVEN THOUSAND TWO HUNDRED FIFTY
DOLJ.J..RS ($7,250) -within twenty eight (28) calendar da.ys: of
receipt of final invoice from COUNTY and documentation
demonstratinq that the Notice of Project completion has been
recorded with ~~e county Recorder for at least thirty five
(35J calendar days prior; and,
~. A Promisso~ Note, reflecting the sum of these two payments,
shall be drafted and siqn.e.d by COUNTY, consistent with this
AGIU:EMENT •
5 • PRQJ1!CT I1rCOXl
If COUNTY desires to sell, lease, rent, transfer or othe~ise
dispose ot, or use the Building Sitp for a pULjpOse other than the
P~opose-d Building, or if it sells, transfers, leases, rents, or
otherwise disposes of the Proposed Building or alters the permitted
USE'. of the Proposed Building activities during the Lien Period,
~ agrees to reimburse CITY the full amount paid under this
AGREEMENT. Such amount shall be. paid at the time of sale,
transfer, lease, rental, or other disposition.
6. P'C'!'NKLllfG OF TOHDS
A. Instigated by CITY:
CITY may channel the amount of underspending, in the case of
underspending in a cost category, into another cost category of
the PROJEct or. in the case Qf underspending in the PROJECT as
a whole, to another project. CITY shall, before rechanneling,
give. COUNTY ten (10) busi:-..ess days written notice of its
ir-tention to rechannel funds, together with a copy of CITY'S
expenditure review for the PROJECT and statement of its reasons
for such rechanneling. CITY shall ~ake its final determination
w.i.th respect to rechanneling only after COUNTY has been given a
reasonable opportunity to present its views and recommendations
with re$pect to such contemplated rechanneling. In no event,
however, shall CITY be bOund to ac::c:ept COUNT£' S vieW's or
recommendations with respect to such contemplated rechanneling.
B. lru<tiqated by COUNTY:
The Project Manager may, at the request of COUNTY I approve
rechanneling of funds from any cost category or categories to
any other cast category or categories at any time provided that:
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1) There is net an increase in the total amount specified in
this AGRE1!:MENT; and
2) No cest cateqory is increased by ~ore than ten (lO) percent
of the total amount specified in this AGREEMENT.
Af~er notice to CITY, COUNTY shall be acco4ded an opportunity to
present its views and recommendation as specified here.inabove
for cost underspendinq. Approval by the Project Manager of such
rechanneling of funds must be in writing.
7. ASSI9IlABILIT'I ABU.. IIDIPPlPRII"l" coJmtJ.~OR BIQUIltlNplTS
A. The relationship of COUNTY to CITY is that of an indapendent
contractor. COl1N'TY has full rights to manage its employees
subject to the requirements of the law. All persons employed by
COUNTY in connection with this AGREEMENT shall be employees or
agents of COUNTY and not employees or agents of CITY in any
respect. COUNTY shall be responsible for all employee benefits,
including, ~t not limited to, statutory workers' compensation
benefits.
B. Non,e of the 'Work or services to be performed hereunder shall be
delegated or subcor.tracted to third parties without prior
written CITY ~pproval~
C. Tbe PSC or subcontractQr(s} thereto will not be recognized by
CITY as such. All are deemed to be employees or agents of
COUNTY~ and COUNTy agrees to be responsible for their
performance and any liabilities attaching to th~ir actions or
omissions.
8 • CQULUlcB 1fX'rII LAW
A. Co~iance: COUNTY shall become familiar and comply "With and
C3use all of its subcontractors, agents and employees, if any,
to become familiar and comply with all applicable federal, state
and local laws, ordinances, codes, regulations, and decree:.,
including I but not limited to, those federal rules and
regulations outlined in Exhibit D, ASSURANCES, attached hereto
and incorporated herein by reference.
B~ Assuran~es! Failure of COL~T~, in any manner. to observe and
adhere to law as described herein or as amended shall in no way
reI ieve COITh,'TY of its responsihi lity to adhere to saUle and
COUNTY herein acknowledges this responsibility. COUNTY shall
hold CITY, its City council, officers, employees and boards and
commissi~ns harmless from COUNTY'S failu~e(s) to comply with any
requirement imposed on COUNTY by virtue of the utili~ation of
CITY funds. COUNTY shall reimburse CITY for any disallowed
costs and/or penalties imposed on CITY because of COl..."NTY' S
failure to comply with any applicable federal, state and local
law. ordinance. code, regulation or decree.
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9. Tn", NIP ppmmrrs
Amendments to the terms and conditions of this AGREEMENT shall b~
requested in writing by the party deslrin9 such revision, and any
such adjustment to this AGREEMENT shall he de~ermined and effective
only upon the ~utual agreement in writing of the Parties unless the
~endments are made by HUn or any authorized federal o~ficial, in
vhich case they will be adopted as o~dered.
10 • ZJr:ICiJtlt.fID POCmmrr
This AGREEMENT embodies the agreement bet~een CITY and COUNTY and
its terms and conditions. No verbal a.qreements or conversations
with any officer, agent or employee of CITY prior to !~ecution of
this AGREEMENT shall affect or modify any of the terms or
obligations contained in any documents comprising this AGREEMENT.
Any such verbal agreement shall be considered as unof~lcial
information and in no way binding upon CITY~
11 • BOLD D'I!! ISS
COUNTY hereby releases and agrees to p~otect, defend, hold
harmless, and indemnify CITY, its City Council, its officers,
employees and elected officials, boards 3nd commissions, erca and
against all claims; injury, liability, loss, cost and expense, or
damage, however same may be caused... including all costs and
reasonable attornay's fees in providing the defense to any claim
arisinq therefrom, for any loss -:Jf or damage to property (real
and/or ~ersonal) and for personal injury to or death of any person
or persons arising out of, occurring by reason of, or in any way
connected with COUNTY's PROJECT activities, or in consequence
thereof. The indemnity obligations of COUNTY shall be in effect
even thouqh the 10S6, damage, or injury may arise out of the q40SS
or simple negligence or carelessness on the part of the CITY, its
officers, agents and employees. provided. however, tt'.at if the
loss, damage or injury is caused solely by the acts or omissions of
the CITY, its officers. agents or employees, then the indemnity
obliqaticns set forth in this paragraph shall not obligate COUNTY.
12. tnWV AXGJrrS NIP Rpm;r' WAIVED
In no event shall any payment by CITY or any acceptance of pa~ent
by COUNTY hereunder constitute. or be construed. to be a 'Waiver by
CITY or COUNTY of any breach of covenants or conditions of this
AGREEMEN'I' or any default 'Which may then exist on the part of C~T'i
or COUNTY, and the ~aking of any such payment While any such breach
or default shall exist shall in no way impair or prejudice any
right or remedy available to CIT'i or COUNTY 'With respect to such
breach or detault~
11
•
13.
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TpJUDTIOlf
A. Termination for caus~: Unearned payments under this AGREEKEST
I1my be suspended or terminated at any time before the date of
completion by CI'!'Y if:
l~ COUNTY fails to comply -.. ith the terms !lnd conditions of the
AGRi:EHENTj or,
2. COUNTY refuses to accept any additional conditions that may
be imposed. :by the Federal or State qoverru:aent~
B. Termination for conveni~: CITY O~ COUNTY may terminate this
AGREEMENT in ~hole or in part when the Part~es agree that the
continuation of the PROJECT would not produce benet'icial results
commensurate with the fUrther-expenditul"e of tund~. The Parties
shall aqree upon the termination conditions, including the
effective elate and, in the case of partial terminations, the
portion to be terminated.
c ~ Upon Suspe.nsion or Termination COUNT.Y Shall:
1. Not incur new obligations, 6hall cancel as many outstandinq
obligations as possible, and shall mak~ good faith efforts to
minimize financial expenses resulting from said termination
Qr suspension;
2. Be paid only for sel"Vices actually rendered to CITY to the
date of such suspension or termination; provided, hvweve~# if
this AGREEMENT is Eluspcnded or terminated for fault of
COUNTY, CITY shall be oblIgated to compensate COUNTY only for
that portion of C0J .. ,i1~·I'Y's set."vices 'Which CITY determines meet
the national objectives and regulations of the CnBG program;
3. Turn over to CITY immediately any and all copies cf studies,
reports and other data, prepared by COUNTY or its
subcontractors, ~hether or not completed, if any, in
connection with this AGREEMENT. Such ~aterials shall become
property of CITY. COUNTY, however, shall not be liable for
CITY#s use of incomplete materials or far CIT¥#s use of
complete docU1!lents if used for other than the services
contemplated by this AGR~EMENTi and,
4. Act in accordance .. ith the closing out procedure ..
section 14# below).
(see
14. CLost" OUT
A. COUNTY is responsible tor CITY'S reception of final billing no
sooner than thirty five (35) and no later than ninety five (95)
calendar days of the date of the Notice of Project Completion,
after which no further billing will be accepted.
12
15.
B. CITY is not liable for any COUNT"t expe.nses ,after closing date of
this: Ao.REEMENT.
c. CITY's total obliqation under this AGREEMKNT shall not exceed
SEVENTY TWO THOUSAND FIVE HUNDREC DOLLARS ($72,500).
tfQTICI8
All notices or other correspondence required or contemplated by
this AGREEMENT shall be sent to the Parties at the following
.addresSes:
CITY: City Manager
City of Palo Alto
250 Hamilton Avenue
Palo Alto, California 94301
A copy of all notices and ccrrespondence should also be sent
to:
Director, Planning , Co~unity Environ~ent
City of Palo Alto
250 Hamilton Avenue
Palo Alto, California 94301
COU~~Y: New Childrer.'s Shelter project Director
Santa clara County
70 west Hedding street
San Jose, calitornia 9511
16. 1I:ISC'BTlt1pOUS PROVIBIOJlfi
A. The Captions -The captions of the various sections, paragraphs,
and subparagraphs of the AGREEMENT are tor convenience only 3.nd
shall not be considered nor ret erred to for resolving que5tio~s
o~ interpretation.
B. Uo Third E:arty Beneficiarx This AGREEMEN'r shall not be
construeQ or deemed to be an agreement fo~ the benefit ot any
third party or parties, and no third party or parties shall have
any clai~ or right of action hereunder for any cause whatsoever.
c. Severability Clause -In case anyone or more of the provisions
contained herein shall, for any reason, be held invalid,
illegal, or unenforceable in any respect, it shall not affect
the validity of the other provisions which shall remain in full
force and effect.
D. No pledgir.g of CITY'S credit -Under no circumstances shall
COUNTY have. the authority or power to pledge the credit of CITY
or incur any obligation in the name of CIT¥. COUNTY shall save
and hold harmless CI'l'Y, its City Council. its Officers,
employees, and boards and commissions for expenses arising out
of this AGREEMENT.
13
11 F1 •
. .
. ,':,.
;i.:.*"" " .
. ~,.i",-"
',,"'"
, .' _._-----.--
~ ..
E~ Corporation Fingncial pisglosure Requiroements It has been
determined that COL~Y services to be rendered under the
provisions of this AGREEMENT a~e excluded from the requirement
of fi11n9 ~ Financial Oisclosure StatRment by California Code of
Regulations ~8,700(2) (A) and (B).
The Parties hereby indicate their acknowledqement and acceptance of the
te.rms and conditions at this AGREEMENT as evidenced by the following
aignatures of their duly autho~ized representatives. It is the intent
of Ule Pa.rties thet this AGREEM.EJ!T ahall become operative on the
Effective !)ate.
eI'n 07 PALO AUto
APPROVED:
City Manager
Director ot Finance
Director of Planning and
Coanunity Environment
Risk Manaqer
AT'l'EST:
city Clerk
APPROVED AS TO FORM:
,.,~-==-:=-----.city Attorn~~
ClTY OF PALO ALTO
By:
Mayor
Address:
Telephone:
Fax:
"CITY'"
14
250 Hamilton Avenue
palo Alto# CA 94301
415/32 9 -2 4 2 8
415/329-2240
•
By:
Zoe Lofgren, Chairperson
Board or supervisors
Date:
A'rrES'l': Phyllis A.~ Perez, Assistant Clerk, Board: of Supervisor-s
By: Dat.e:
APPROVED AS TO FORM AND LEGALITY: LC51ie Orta, D~puty county counsel
By:
15
Date:
Address:
70 West Hedding Street
San J'oge, CA 951.12
Telephone: (408) 299-2424
Fax; (408) 295-1613
"'COUNTi'''
.. -
0-
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EXHIBIT ..
.Q.9.YNTY __ .9~ ___ $ANT A CLARA
Nl!!f CHILDREN'S 6HELT __ ~
SCOPE OF SITE PREPARATION SERVICES
1. Activities to be Perfqrmed
A. Diz-ect Services
1. constrllctioD Project SU!Tl.lnary -The PROJECT wi 11 ccnsist of
preparation of the Building site for the con~truction of the
Proposed Building. construction , .. o'i 11 include all util i ty
connections, site preparation, and sidewalk access.
2. Competitive Big~~ -The PSC shall be chosen through a
competitive bid process. The bid document shall be developed
by COUNTY, containing all elements required by the CDSG
regulatjons. Upon award of the bid, CODNTY shall ente~ into a
Site preparation Contract with the pse.
3. Site preparation _.Project Mor.it.Q:1"ing -COUNTY shall have the
primary ~esponsibility for monitoring the PSC's adherence to
the Site Preparation Contract and timetable, including
compliance ~itb applicable federal wage compliance
r-equireme!1ts.
4~ Y~ry Low and LoW' ~!icgJtl.e DetcrrniMatio!l -To remain an eligible
activity under thjs AGREEMENT, at least 51\ of the Clients must
be of Very Low and Low income.
5. Reports andnSubmittals
a) During the PROJECT, COUNTY shall submit t:.o the CITY a
per-iodic cost reirr.bursement statement ..... ith documentation of
actual co~ts incurr:S!d, c"nsistent 'Io'ith th~ Site Preparation
Contract. Documentation to support this request, apprcved
by CIT'i .. shall be included.
b) COUNT¥ shall submit a (inal cost reimbursement statement for
the PROJECT, indi eating the amount o( revenue received and
applied, itemized for each funding sourc~.
c) An annual report, stating the number of Clients served b~'
the Children's Shelter pr~rdm at the Proposed Building and
the number of those cl ients '",,-ho are Very Low and Low income,
shall be submitted to CITY for the duration of the Lien
Period. This report shall be dUG! by August 31 of each year
and shall cover the immE'!diately preceding fiscal yea.r
(annual period of July 1 througr. June 30}.
o
B. Indirect seryicer. at propo,? __ gd Bu.ilding
1~ Proposed Building -The buildjrl'3 will contain 132 beds for
children. Facilities [?r edtH.::ation r recreation, !rjedical care
and cOI..Jnse,ling ... ill be included. COUNTY "Will ffieet all required
licensing codes and ~ill be 100% handicapped accessible.
2. ~tructiQn of the----f.l:Qposed Builqj.I19 Once the site
preparation funded under this AGREEMENT is completed, the
property will be le~sed to a non-profit agency. Nev Children's
shelter Fund. Inc. (NCSF). This agency .... il1 hold all funds
raised tor const.ru:::tion of the Proposed Bu i Iding in a trust
account. NCSF will manage the co~struction. construction of
the Propos oed. Building shall commence "'1 thin one {l) year of the
date of Notice of Project Completion of the Building Site
improvements. "rime extensions be}'ond this period must be
approved .. in 'Writing, by CITY. NCSF "",ill conduct an annual
audit and a final audit accounting for all funds raised and
spent. The Santa Clara County Board of Supervisors ~ill revie~
construction progress and fiscal aL1dits. Upon completion of
the construction of the Proposed Euilding, NCSF 'Will return the
property back to COUNTY. COUNTY's Social Services Agency will
provirle all services to the Clients.
3. Actiyities at PL9.QQsed Building The primary use of the
Pr-oposed Building will be to provide s-;helter, medi.::al care,
recreation, education, counseling and placement services.
Clients 'Will be children ages 1 day through 17 years,
countywide, vho need protective custody due to abuse, neglect
or abandonment. The Children's Shelter "ill be open 24 hours
a day to any child who is in need of protection .. regardless of
income. Hist.orically, over 90\: ot the children come from Very
LoW" and Low income households. Employees conducting these
activities ~ill be employees of the Social Services Agency of
santa Clara County.
4. Information and Refex_~a_I -Individuals requesting service .... ill
be given an explanation of 5';ervices aVailable, proce:dures, and
requirements. Information and referral about other comr.tunit}'
agencies will be provided as approp~iat~
5. Fel';!S -No fees are charged fa:-this service.
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EXHIBIT B
1. Budget
Cost Category A.,jlount
SITE PREPARATION CONSTRUCTION CONTRACT $72,500
2. Agtval Cost Basis
A. For all expenses paid to the PSC, COUNTY will provi.de an itamized
invoice verifying expense.
3. Basis fqr Reimbursement
A. Within twenty eight (28) calendar days of
construction of the PROJECT, CITY shall
THOUSAND TWO HUNDRED FIFTY DOLLARS ($65,250)
PROJECT account designated by COUNTY.
the conunencel!lent of
deposit SIXTY }'IVE
into a construction
B. As COUNTY pays the FSC for costA incurrad, it will cer-tify to .cITY
it has paid the expenses and provide CITY 'With a copy of the PSC
invoice itemizing PROJECT costs.
C. If, 'Within 150 cale.ndar days of t:he deposit of CITY funds into the
PROJECT account desiqnated by CCY~~TY, C1TY has not received from
COUNTY certification(s). with documentation, indicating that the
full amount ($65,250) of the deposited funds h~ve been incurred as
PROJECT costs, CITY maYr at its sole option, withdraw some o~ all
of the remaining funds. Notwithstanding any withdra~al of funQS
by CITY under this paragraph, CITY funds in the appt'opriated
amount ($72,500) shall remain committed to the PROJECT fal the
full utilization period (January 1, 1993 to Decemb~r Jlr 1993) of
this .a.GREEJofENT and be available to COUNTy for z-eimburse:ment of
PROJECT costs incurred.
D. As the third largest contributor of eDge funds for this project,
CITY shall be the third CDSG recipient whose deposited fu~ds are
tapped to pay PROJECT construction costs.
E. CITY shall pay the remaining SEVEA' THOUSAND TWO HUNDRED FIFTY
DOLLARS ($7,250) within twenty eight (28) calendar days of rec~ipt
of final invoice from COUNTY and document~tion from COUNTY
do!monstrating that the Not.ice of Project Completion i'1as been
recorded ~ith the County Recorder for at least thirty f~ve (35)
cale~dar days prior.
.,.
<)
F~ It the tinal PROJECT costs are less than the sum appropriated to
tt-~e PROJECT by all CuBe; recipients, COUNTY shall reimburse CITY a
proportionate pe~centage of CITY appropriated funds equal t~ the
percentage of total PROJECT CDBG tw.nas not exp£nded.
, c
EXHIBIT C
COUNTY OF SANTA CLARA
NEW CHILDREN'S SHELTER
INSURANCE REQOIREMENTS
Ins.urance Requirements for tlCCUNTylr.
:,;';";.'~.: ,/
~-",-:'
."';~;'
A. COUNTY, at its sole cost and expense and for the .full term of this
AGREEMENT or any renewal thereof ~ shall purchase and maintain not
less than the follo'Wing minimum insurance coverage and limits of
insurance which shall be maintained 'With insurers and under forms of
policies satisfactory to CITY, O~ by self-insurance.
14 An EXTENDED BROAD FORM COMPREHENSIVE GENERAL LIABILITY INSURANCE
POLICY covering Bodily Injury and property Damage with a combined
single limit of at least One Million Dollars ($1,000,000) per
occu:crencl;:! providing the follo1<ro'ing coverages:
a) Premises Operations
b) Independent Contractors
c) Contractual Liability (for liability of others assumed by the
PSC in the contract bet\lleen the PSC and COUNTY).
dl Broad Form Property Damage Endorsement
e) Personal Injury Endorsement
2. A COMPREHENSIVE AUTOMOBILE POL!CY ~ith a minimum combined single
limit of not less than One Million Dollars {$l,OOO,DOO) for bodily
injury and/or property damage 7 applicable to vehicles u3.ed in
pursuit of any of the activities associated with this AGREEMENT
and providing the following coverage~ (without deductibles) :
a) All owned vehicles
b) Employer's Non-ownership Liability
c) Hired Auto~obile5
3. A WORKERS' COMPENSATION AND EMPLOYERS' LIABIL!TY POLICY (if
required by State law) written in accordance with the laws of the
State of California and provid~ng the following coverages for any
and all employees of COUNTY:
a) statutory Workers' compensation Coverage A (statutory limit)
• b) Employers' Liability Insurance.
$100. COO each accident/bodily
bodi ly injury by dise~se and
injur:r' by disease~
-Coverage B. N0t les~ than:
injury, $500,ODO policy limit
$100,000 eac .... e!tlployee bodi ly
4 .. JA~ FIRE' AND CASUAL'r¥ LOSS POLICY providing coverage on a full
'.ceplacement co!".'.t b.asis for the Proposed E'.lilding for any type of
damage including, but not limited te, earthquake da~age.
5. ENDORSEMENTS. All o~ the follo~ing clauses and endorsements, O!
similar provisions, are required to be made a part of ea~h of the
above re(.juired policies e.s ...... ell as t!1e liability poLicy of the
PSC:
a) The city of Santa Clara, its employees, officers, agents and
contractors are hereby added as additional named insured as
respects all liabilities arising out of COtTNTy'S performance of
work under this AGRE~~ENTi ~r.d
b) This pol icy shall be considered pr i:mary insurance as respects
to any other valid and collectible insurar,ce CITY may possess,
including any self-insured retention CITl' i:1ay have, and any
other insurance the CIT'i does possess shall be considered
exceS3 insurance only; ar.d
c) No ca;"lcellation or non-renewal of this policy. or modification
of the coverage afforded under the this endorsement, shall be
effective tmtil wTitten notice has been given at least thirty
(30) days prior to the effective date of such modification or
cancellation to the City Manager, CITY OF PALO ALTO~ :250
Hamilton Avenue, PALO ALTO, CALIFORNIA. 94301.
8. PROOF OF INSURANCE COVERAGE A..1Il0 COVERAGE VERIFICATION. A copy of the
Certificate of Cover~9..§: shall be provided to CITY b~~ COUNTY as
evidence of the stipulated coverages within thirty (30) days of the
effectiVe date of this AGREEME'NT. The Certificate of Coverage
Yerificatio:"!. shall be nailed to:
City Manager
ci ty of Palo )1..1 to
250 H~milton Avenue
Palo Alto, CA 94301
. -.--.-... _----
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EXHIBIT D
cotnlTY OF S>.NTA CLAlU\
N~ CHILOREN~S SHELTER
ASSURANCES
COUNTY here~y assures and certifies conpliance with the
requlations, policies, ql.lidelil"_es and requ.irements (incl';Jding
fed,;'.ral OMB Circulars No. A-S7, A-I02, 11.-110, and A-122), as they
relate. to the application, acceptar-.ce and use of Federal funds for
this project. .'150 COUNTY assures and certifies to CiTY th.e!t:
1. It possesses leqal authori ty to make a grant submission and to
execute g community oevelopment and construction project;
2. Its governing body has duly adopted or passed as an offici31
act a resolution, motion or similar action authorizing the
person identified as the cfficial representative of the
corporation t.o submit the f irlal statement ai1d all
understandings a!1d assurances contained there iT., and directing
and authorizinq the person identified as the cfficial
representative of COUNTY to act in connection ~it~ the
submission of the final application and to provide such
additional inform2lltion as ruay be requ1redi
J. The grant !o{ill be conduct.ed and administer-ed in compliance
with:
a. Title VI of the Civil Rights Act of 1964 (Pub~ L.88-352i
42 U.S.C. 2000d et ~.)i and
b. Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-
284; 42 U~S~C~ 3601 et seg.) j
4. It will affirmatively further fair he·using.
4f88
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PROKIBBORY 1I0'I'1l
(COIITIIIGEliCY PA nan I
$72,500 Date: 1 1992
(SEVENTY TWO THOUSAND FIVE HUNDRED DOLLARS) Santa Clara. California
FOR VALUE RECE'IVED, TO COmITY 01' SAJrI'l'A CLAIlA, a countjo' corporation
organi~ed and existing by virtue of the laws of the state of California
(herein ~OOUNTY") promises to pay to the order of the City of Palo Alto,
a municipal corporatiGn (herein ~CITY·), the sum of SEVENTY TWO THOUSAND
J'IVlI BtJIIIDlUID DOLt.AIlB AJIIl 110/100 1,72,500.00) at the Office of the
Director of Finance of the city of Palo Alto, 250 Hamilton Avenue, Palo
Alto, CA 94301, or such other place as CIT"{ may from time to time
desiqnate, \rro'ith interest from this date until paid at the rate of zero
percent (0. ot) per annum on t.:.... unpa id ba 1 ance.
This ProMissory Note is made in connection ~ith a certain wAGREEHENT BY
AND BETWEEN THli: CITY OF PALO ALTO AND THE COUNTY OF SANTA CLARA TO CARRY
OUT THE SITE PREPARATION FOR A NEW ClfILOREN'S SHELTER PIWJECT FOR THE
1992-93 YEARS COMMUNITY DEVELOPIIENT BLOCK GRANT PROGRAM PURSUANT TO THE
HOUSING AND COMWJN!TY DEVELOPMENT ACTS OF 1974, 1977, 1983, 1985 1 ~~D
1987, AS AMENDED" dated ~ 1992 (herein ·AGREEMENT~'. The
AGREEKENT provides that COUNTY is the recipient of certain Community
n~v~lop~ent Block Grant '~CDBG~l £unds designated tor the preparation of
a Building Site for the New Children's Shelter.
This Note !'hall, at the option of CITY, become immediately due and
payable upon: (a) failure to commence constru~tion ot the New
Children's Shelter ..... ithin one year of tne-date of Notice of Project
Completion of the Bulldinq Site improvements, or CITY-approved
extensions thereof; (b) failure to ccmplete construction of the Ne ....
Children's Shelter and to commence Activities at the Proposed Building
within four years of Notice of Project Completion Of the Building Site
improvements, or CITY-approve~ extensions thereof; (el the sale or other
disposition by COUNTY of the Building Site for a purpose other tha~ the
New Children's Shelter without the prior vritten consent of CITY; (d)
the sale, transfer, lease, or other disposition of the New Children's
Shelter prior to five tears after the COUNTY commences ~ctivitie5 at the
New Children'e Shelter.~ (e) a change in the use of the New Children's
Shelter which violates applicable CITY reqQlatlons and ordinances, o~
"Which is not .an fteliqible activity" under the CDBG Program of the
Hov.sing and Comn:unity Development Acts of 1974 and 197"7, as anlended, and
regulations issued pursuant ~hereto by the United states Oepart~ent of
Housing and Urban Development; 'f) failure to file an annual report
stating the number of unduplicated clients served at the New Children's
She.lte.r and the number of those clients "Who are of very law and low
income; and (q) a serious contract noncompliance with the AGRE~~ENT.
The entire principal balance ~hall be
the contingencies set forth in Ca),
above have occur~ed.
considered paid in full if none of
(b), (e), (d), (e), (f) and (g)
/."
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COUNTY, any endorser of this Note, and all others .... 1':0 may become liable
for all or any part of the o~liqations evicenced by tfiis Note hereby
severally 'Waive demand, presentment .for payment, demand and prote;.;t,
notice 0:= protest, dema.-nd 811d or dishonor and non-payment. and consent tc
any number of renewals or exten6ions of time hereof. Any such renewals
or 2xtensiona lti.ay be made without notice to any of said parties. and
without affecting their lifll.bility. The pleadinq of any statute of
limitations a.s. a def-ense to any dema.nd agains't. COUNT'i i.s expressly
wdived by COUNTY.
The undersigned, if more than one, shall be jointly and severally liable
hereunder~
If any clafaul t is made hereunder I COUNTY furt.her promises to pay
reasonable attorneys fees and costs and expenses incurred by CITY in
connection with any suoh default or any other action or other proceeding
brought to enforce any of the provisions of this Note. rhe CITY's right
to such fees shall not be limited to or by its representation by staff
counsel, and such representation shall be valued at customary and
reasonable rates for private sector legal services.
It is the intent of the Parties
Note shall be deemed to be
partnership or joint venture.
that the relationship evidenced by this
one of d2btor/creditor, and not of
ThIS Note may not be modified or amended except by an instrument in
writing e~~ressing such intention executed by the Parties sought to be
bound thereby, which writing must be so firmly attached to this Note so
as to beco~e a permanent part ther&oi.
Any failure of CITY or other holder to exercise any rights hereunder
shall not constitute a waiver of such ~iqhts or of any other right under
this Nota.
This Note shall be governed by and construed in accordance ~ith the laws
ot the State of California.
To the extent assig~ent is permitted, the terms of this Note shall
apply to, inure to the benefit of, and hind all Parties thereto, their
heirs, succeSSors and assigns~
Fxecutea by CONTRACTOR on the date 'first hereinabove written ..
SANTA CLARA COUNTY
By:
'l'itle:
Addre.ss: 70 West Hedding street
San Jose, CA 95112
Telephone:
Fax:
(40S) 299-2424
(40S)