HomeMy WebLinkAbout0342.093-
June 17, 19193
THE HONORABLE C!T'{ COUnCIL
Palo Alto, California
12 / 13
Fiscal Year 1993-1994 contracts with Palo Alto
Housing Corporation and Urban Ministry of Palo Alto
HeDbers of the Council:
Report In Brief
council action is requested to approve the attached
cont~acts between the City of Palo Alto and Palo Alto
Bousinq Corpor~tion (PARe) and urban Ministry of palo Alto,
respectively~
Background
On May 17, 1993, ~~e City Council approved funding for the
1993-1994 community Development BlocK Grant (CDBG) Program.
Included in the funding allocations were $38,000 for Falo
Alto Housing corporation's housing information and related
services; and $53,000 for t.:.e services provided by Urban
Ministry for the homeless pop~lation.
The contract with PAHe also includes sso,OOO to be paid from
Housing Reserve funds, for administration of sales and
resales of housing units in the City's Below Market Rate
(BMR) program. Due to an anticipated increase in the number
of sales and resales of BMR units, this amount is a $10,000
increase over the 1992-1993 contract amount of $40,000.
Fundinq of this activity from the Housing Reserve F'l.1nd is
being continued for one more year, pending completion of the
housing nexus study and a further review by PAHe and City
staff of alternative methods of funding BMR administration.
O!R: 342: 93
..... I. " .. ~~O
, ,
.,
-
Each of the contracts includes a Scop~ of Services
oescribing program qoals and objectives (Exhibit A), a
Program Budqet (Exhibit B), Certificates or Insurance
(EXhibit CJ, an~ Fede~al ~ssurances (Exhibit D).
RecgpandAllin
Staff recommenos that the City Council approve and authorize
the Mayor to execute th~ attached contracts bet~een the City
of Palo Alto and Palo Alto Housing Corporation and Urban
Ministry for fiscal year 1993-1994.
Respectfully suhmitted,
/1 (/'t!' /~1-4--.~ ,~J-"<d'-J
I'SUZA~ RICHARDS
ICD~Ltoordinator
KENNETH R. SCHREIBER
Director of Planning
and Community Enviro~,ent I
/"J"""'''"FL,r~}:~
ci ~anaqer
Related CMR:
=:342:93
Cor.tr~ct ~ith Palo Alto Housing Corporation
Contract with ~rban Ministry of Palo Alto
290:93
6/17/93
Page 2
-------<-------------------------------------------------~~ _~o ____ o __
0<
-
A G k B J
BJi!TWB!<N rRB CITY OP PALO ALTO AND
TAB PALO ALTO HOOSING CORPORATION
FOR HOUSING SERVICES
THIS AGREEMENT is made and entered into this day of
• 1993, by and bet ... ·een the CITY OF PALO ALTO. a
=!l1U"'::""i"c""1"p:O:a'1--=corporation of California, hereinafter referred to as
wCITY,· and the PALO ALTO HOUSING COR?ORATION. a nonprofit
corporation under the 1aws of the Scate of California~ with offices
at 540 Cowper Street, Suite G. Falo Alto, California 94301,
hereinafter referred to as wCONTRACTOR~;
WHEREAS, CITY desirea to retain services related to
providing housing in CITY for persons and families of low, moderate
and middle income levelsj 2'.nd
WHEREAS, CIT):" desires to engage CONTRACTOR to provide
these services by reason of its qualifications and experience for
performing such services; and CONTRACTOR has offered to provide the
required services on the terms and in the mancer set forth herein;
NOW, THEREFORE, in consideration of their mutual
covenants, the partie~ hereto agree as follows!
1. DEPrNITIQNS.
(al The ~ord ~City· as used in this Agreement shall
mean and include all the territory lying wi thin the muni::ipal
boundaries of the City of PalQ Alto. California, as presently
existing, p~us all territory Which may be added thereto during the
term of this Agreement by annexation or otherwise.
(b) The term ·City CouncilII' shall mean the duly
e~ected or appointed members of the Council of the City of Palo
~to, California, acting pursuant to the previsions of the Palo
Alto MUniCipal Code and the Charter of the City of Palo ~to.
\ cJ The term "'City Manager" shall mean the duly
appointed City ~~nager of the City of palo Alto, California. or her
designated representative.
(d) The term "'Cit}, Clerk" shall mean the duly
appointed City Clerk of the City of Palo Alto, California. or her
designated representative.
1
"-
-
'--. .-----.--... -, --
(e) The term "City Risk Manager'" s'::lall !rLean t'he
duly appointed Risk Manager of the Citr of Palo A.lta, Califo.::-nia,
or his designated representative.
(f) The term ~City Directcr of Fina~ce~ shall mean
the duly appointed Director of Finance of the City of Palo Alt.o.
California, or he!' designated representative.
{g) The tenn "'City Auditor" shall .~ean the duly
appointed City Auditor of the City cf Palo Alto, California, or his
designated representative.
(a.) ~. The City Manager shall be representative
of CITY for all purposes under this Agreemep.t. Th~ Director of
Planning and Comm.mity BnvirOIllllent is designated .('is the PROJECT
~tAGER tor the City Manager, and shall supervise the progress and
execution of this Agreement, including the establish~eDt of ~ork
priorities in collaboration with CO~!MRA~TOR.
(b) CQntr~_Q.I.. CO~"TR.ACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress
and ~}(ecution of this Aqreement for CON'I"RACTOR. The President of
CONTRACTOR corpc:rat.ion hereby is designat~d as the PROJECT DIRECTOR
for CONTRACTOR.
{cj Access. CO~~CTOR shall provide the PROJECT
MANAGER and others specifically r~quested by the PROJECT MANAGER
with free and easy access to all facilities and activities of the
programs hereinaf'C-er d~scribed. The PROJECT MANAGER and others
specifically requeeted by the PJ'.OJBCT MANAGER shall coordinate such
access with CONTRAC?OR.
3 " !2];I"'J!!S OF' CONTRACTOIl"
Under this Agre~~ent CO~~RACTOR shall provide the
services set forth in the document entitled ~ 1993-94 Program Year
scope of Services, & attached hereto as Exhibit ·A~ and incorporated
herein by this reference.
4. BOARD XBMBBRSHI~"
(a} Board Members. CONTRACTOR shall make its best
efforts to have at least one (l) member of its board be a resident
of a public subsidized low/moderate income housing project loc3-~ed
in CITY and at least one (1, addit.ional roe~b€r of the board to be
a crr¥ residential tenant.
{b} lnterf'sted Person_~. Not more than t.wenty-five
(25) percent of the persons serving on the governing board of
CONTRACTOR may be Interested Persons. An· Interested Person ~ means
any person currently being co~pensated by CONTRACTOR for servicea
rendered to it whether 2lS a full Qr part-time employee, independent
2
I
~c
f
I
I
-
conBultant i or othe=wise. but excluding any reasoc~~_~ compensation
paid to a. dil.-e:::tor as director.
5. ~~CAL USPONSISIL.rTIG:S, McotmS, REPQRTS_ . .L~
(a) Fiscal R~BponsipJlities.
(i) Fiscal~. OJh'"'1'RACTOR shall appoint
a fiscal agent who shall be responsible tor the financial and
accounting activities of CONTr.Ar:::1.'OR, including the receipt and
diebuisem€nt of CONTlUtCTOR funds.
(ii)
its board of directors a
review and by signature
bank account balances of
~aeurer. CONTRACTOR shall appoint from
treasurer who no less than monthly shall
approve all receipts, disbursements and
CClITRACTOR.
(iii) System...QLAccouots. CONTRACTOR and its
fiscal agent shall establish and maintain a system of accounts that
shall conform with generally accepted principles of accounting and
with all federal Corrmunity Development alock Grant PCDro-) funding
req-.. lirements for budgeted funds. Separate accounts for identifying
receipts and expen.ditures shall be rt'aintained fer 0.11 CDBG f· .... nds
received under this Agreement. A.l.l records and accounts related to
this Agreement shall be available for examination or audit by
CITY's representatives from the FinaDce Departrnect and Auditorrs
Office. and staff from the federal Housing and Urban Development
.Department (.H'"JD1I), during CON'I'RAC'TOR's l:"egular working hours
during the term of this Agreement and for three (3) years
thereafter. Such system of accounts shall be subject to the review
and approval of the City Director of Fina.nce and the City Auditor.
(iv) ~9.:m Income. CONTRAcroR rr.1..!.st
accurately '=;'CCO";1nt for any program income generated from the use c,f
CDBG funds, as defined u~der 24 Code of Federal Regulations Section
57\). SOO. as amended, an.d re"ftOrt the income to Cl.T'{ and HUD in
~ccordance with 24 Code of Pederal Re~Jlations Part 570~ the ~CDBG
Final Rule-. Such program income B!1.all be returned to CITY in
accordance with 24 Code of Pederal Regulations Section 570.5.04 C·::),
a.s a.tne:!lded.
{b) ~~. CONTRACTOR shall maintain adequate
and accurate records, in accordance with generally accepted
accounting principles and all CDBG funding requirements, including
but not limited to books, financial reco~ds, supporting documents,
scatistical records, personLel records, real and personal property
records, ana all other pertinent records sufficient to reflect
pr·operly (i) all direct and indirect cost of .... hatever natur-e
clai1ned to have been incurred and anticipated to perform this
Agreernent~ {ii) all transactions under this Agre-err,ent, and (iii)
all other matter9 covered by this Agreement. CONTRACTOR shall
preserve and make available such records until the expiration of
t.hree (3) yea!"s from the date of final payment under this
Agreement.
3
-~ .
. '
-"
(c} Reports. COtITAAC'i'OR shall pI:ovide CITY semi
annual activity reports on the fifteenth (15th) day after the C'lo,ge
of each six-month period, C'o'."ering the p:ceceding half -year -3.nd 3uch
other info:rmation as the PROJECT !-"..ANAGER may requ2st. The final
semi-annual report shall cov~r not only the precerEr..g six months
but also the entire year. COr-."':'RACTOR shall also provide CITY other
:reports f!'o:u time tc time as directed by CITY' 8 PROJECT MANAGER
setting forth CONTRACTOR's findings and CQl1clusio'1s. Mim.1tes ,:;.f
CONTRACTOR' e board meetings shall be distribu.ted to all me!rbe::-s of
th.e City Council through the City Clerk.
(d} Independent Audit. COrw"'TRAC'I'OR shall provide
for an independent audit of its transactions, records; and
financial reports. The audit shall be completed at least every two
(2} years. starting August 31, 1993. The audit shall b~ conducted
by a certified public accountant (the "CPA-) in conformance 'oIl'ith
gene!'ally accepted ac-.:m.mting principles. A,ldit reports shall be
Bu:bmitted by the CPA to both part ies, The scope of each
independent audit shall include auditing for compliance ~ith OMB
Circular A-133.
Any reports, information, data, or other material
given to, or p~epared or assembled by, CONTRACTOR or i~s
subcontractors, if any, under this Agreement shall be the prop£:rty
of CITY and shall not be made available to any individual or
organization by CONTRACTOR or its subcontractors. if anYr without
the prior written approval of t.he PROJECT MANAGER. In the event of
termination, CONTRACTOR shall gi'\te to CITY i.mmediately one (1) copy
of any and all 8tudies~ repor~sr sk~tches~ dra_ings, computations,
and any oth~r datar whether or not completed. prepared in
connect1.0n with this Agreement.. whi.ch shall l:le the pe~nent.
property of CITY.
7 ~ P-t'TIES OP eI:TY.
CITY shall furnish CONTRACTOR ..... ith all readily
available background infor.mation and data relevant to CITY.
(aJ BY~. CONTRACTOR's contract budget for the
term of this Agreement 1.5 attached hereto as Exhibit "'B-and
incorporated herein by this reference:. Expenditures by CONTRACTOR
for services hereunder shall substantially confor.m to said b~dget
unless the prior written approval of the PROJECT MA.NAGER is
obtained. The budget must be developed and complied with in
accordance with the schedules. processe.3 and fo.crrl.a.t established by
CITY staff.
(bJ compensatiQ.p. CITY agrees to compensate
CONTRACTOR for the full performance af its 8E'rvices · ... nder this
Agreement in accordance "d th Exhibit "B·, in a tota.l sum not to
exceed Eighty Eight Thousand Dollars ($88. GOO}. Such sum is
4
'L
-
financed by Thirtj' Eight ThO'.lE -j Dollars {$38,OOO} in CDBG funds
and Fifty The ~..;and. Dollars ($5D, 00) in r:TY HOI..:.sir~g Reserve funds .
.Funds corrmit ..! under the CDOO prograr: arz contin(jent upor: CITY
receivinl] thE;: intended apprQP:riation from ffiJD.
(c) I'ayments by-.Cl'l:(. On the billinr form provided
by CITY I COr-.'"'!'RACTOR shall submit a bill by t!"!e fiftt-.. (5 th) '""oI-king
day ot ea.ch quarter for $~rvices provided under this Agreement
during the preceding quarter. The bill snaIl specify actual
expenditurE's directly reV· ".ed to this Agreel!!o:!nt in accordance with
Exhibit "'E.· CONTRAcr-oR shall account for program ir"1com~. as
defined in Subsection 5 (a) (iv) hereof, in each billing and s~all
reduce the hilling to CITY in an aml)l.mt equal to the e):cess program
income. The bill snaIl also specify the apprcved indirect cast rate
charged by CONTRACTOR. The indirect cost rate ehall be determined
under an indirect cost allocation plan for determining CITY' $
appropriate share of CONTRACTOR's administrative costs. CONTRACTOR
shall develop an indirect cost allocation plan in accordance with
OMB Circular 11.-122, subject to CITY's revie'lll and approval of the
plan. CONTRACTOR shall also submit to CITY for its review, ~ith
the quarterly bill, an accounting of a_II CONTRACTOR' 9 CDBG-related
activities under this Agreement during the preceding quarter, to
the satisfaction of the City Director of Finance. CITY shall pay
~"'TRAC"I'OR within thirty (3D) work.ing days of re~eipt of each
complete hill.
9. AGR.EEMXN"l' TZRK; TB.gINA'l''ION Qlf SERVICBS.
(a) zexm. The term of this Agreement shall
commence on July 1, 1993 and expire on June 30, 1994, unleSS this
Agreement is terminated sooner as provided herein.
(b) Termina~iQn. Either party may terminate this
Agreement at any time. with or without cause, by giving thirty {3C}
daya~ written notice thereof to the other party. Eit~er party may
also terminate this Agreerr.ent for convenie!:ce, in acccrdance .... ith
:24 Code of Federal Regulations Part 85, Section 85.44.
Notwithstanding the foregoing, CITY may iIml"\ediately suspend or
tezminate this Agreement, in whole o:c in part, if CONTRACTOR
materially fails to comply with any term Gf this Agreement, or ~ith
any of the rules, regulations or provisions referred to herein. In
such event, CITY may also pursue any other rerr.edies provided by
la~1 i~cluding those specified under 24 Code of Federal Regulations
Part 85, Se~tion ~5.43.
10 . NONAS SIGNAl! IL ITY •
This Agreement is one for personal ser..rices and
cannot be transferred or assigned in .... hole or in part by either
party without the prior written consent of the other party.
5
.-
,
~ ..
" 'I . I
i : I
I
J
J
'i
. ,
-
11. CQNFL!CT OF !NTEREST, l;m:>E~~XN"l' CONTRACTOll.
{a} ~nflict. cf Int.e.rest. CO!l<'TRAC'I"QR covenartt.s
that. wieh respect to its services under this Agreement funded with
CDBG money, CONTP~CTOR shall comply ~it~ the provisions of 24 Code
of Federal Regulations Section S70. 511. as amended, concerning
conflicts of interest.. Specifically, ::.~xr:ep!: for the U9~ of CDEG
funds to pay salaries and otner re>-lated aGministrative or personnel
C:OBt9~ no pe!'son 'Who is an emplcyee~ agent, consultant, officer,
or official of CONTPACTOR who exercises or has exerc! sed any
functions or responsibilities concerning the CDBG activities und~r
this Agreetr.ent. or who is in a position to partiCipate in a
decigionmaking process or gain inside information with regard to
slich activities. may obcain a personal or financial inte~est or
benefit fr:nn any CDBG activity, or have an interest in any
contract, subcolltract or agreeme;lt wit~ respect thereto, or the
proceeds thereunder, eitber for him cr herself or for those ... ith
whoJl he or she has family or business ties, durillg his or her
tenure or for one year thereafter.
With respecL to all of its ser~ices provided under
this Agreement, CON'I'RAC'TOR covenants that it p:r'esently has no
interest and shall not acquire any interest. direct or indirect,
financi;tl or otherwise, which would conflict in any )!'.an.'1er or
degree with the performance of the services hereunder. CONTRACTOR
further covenants that, in the performance of this Agreement, no
subcontractor or person having such interest shall be employed by
CONTRACTOR. CONTRACTOR certifies that no one ,,,rho has or will have
any financial interest under this Agreement is an officer or
employee of CITY.
(b~ Independ~_ Contractor 4 It is further
expressly agreed that. in the performance of all of the services
unde!' this Agreement. COl'."'TRAcrQR shall at all times be deemed an
independent contractor and not an agent or errplayee of CITY.
12 . !lONDZSCP,DlINAllQ!!,
No discri!I'tinatian shall be I'!.'ade in tte employment of
persons under this Agreement because of the age, ~ace r colo::",
national origin, ancest ry, religion, sexr disabil ity or sexual
preference of such person. SirnilarlYr no person shall be subject
to discrimination under any part of the services provided by
CONTRACTOR under this Agreement on the basis of t.1'le age. race.
color, national origin. ancestry, sex, religion, disability or
sexual preference of such person. If the value of this Agreement
is, or may be, Five Thousand Dollars \$5,0.00) or more, CONTRACTOR
agrees to meet all requirements of the Palo Alto Municipal Code
pertaining to nondiscrimination in emploYluent and to complete and
submit the "Compliance Report 4 -Nondiscriminati un Provisions of Ci ty
of Palo Alto Ccntracts~ on the forw. furnished by CITY.
CONTRAC~OR agr~es that each agreement for services
from independent provicers aha-II contain a provision suhstanti~lli
as follo .... ·s:
L
.'
,
~ .•.. ~ , .... '.. . '1
1
-
MPROVIDBR shall provide CONTRACTOR with ~
certificate sta· "9 that tie (or she) is currently in
compliance with Federal and State of Cal i fornia laws
covering nondi!:!c ......... rninat ion in employmect; that he {or
she} will pu:r:su<:: ar: affirmative course of action as
r-equired by the .:._~tinnative Action Guid~lines of -he city
of Palo Altoi and that he (or she) will not disc minette
in the employro,ent of any person uncer this Jntract.
because of age, race, color J national origin, ancestryJ
sex, religion~ diszabili ty or sexu:al preference of such
person. "
If OO~~CTOR is found in violation of the
nondiecrimir~tion provisions of th~ State of California Fair
Employment practices Act or similar provisions ot feder.al law or
executive order in the p€:rformance of this Agreement, it shall
thereby he found in material breach of this Agreement. Thereupon.
CITY shall haVe the power to cancel Or' suspend this Agreer!l6:nt, in
",hole or in part. or to deduct from the amount payable to
CONTRACTOR the sum of Twenty-Five Dollars ($25) for each person for
each calendar day during which such person was discriminated
against., as damages for said bl:each of contract, or both. Only a
finding of the St.ate of California Fair Employment practices
Commission or the equivalent federal agency or officer shall
constitute evidence of a violation of contract under this
subparagraph.
If CONTRACTOR viol ates the nondiscrimination
proYisions of this Agreement or the applicable Affirmative Action
Guidelines pertain.ing to this Agreerr.ent. CO!ITRACTOR shall be in
material breach of this Agreement. Thereupon. CITY shall have the
power to cancel or suspend this Agreement, in whale or in part~ or
to deduct from the amount payable to CONTRACTOR the sum ~f Two
Hundred Fifty Dollars ($250) for each calendar day during which
CONTRACTOR fails or has failed to comply wit!J such
nondiscrimination provisions or the affirmative acti~n ~~ideli~es
as damages for said breach of contract, or both.
(a) Hel d Harmlp.s§.. C(JN'I'RAC':'OR hereby agrees to
protect, inde.-nnify. defend and hold h~rIl'.le9s CITY. its offiCers.
agents and employees, from and aga1nst any and all demands,
liability, d~~ge. loss. claims J or actions~ including costs and
attorneys' fees, arising out of this Agreement, except to the
extent of the negligence of CITY, its officers. age~tsJ or
employees.
{b) Insurance Covprage. CO~~CTOR, at its sole
cost and expense, shall obtain and ma.intain, in full force and
effect throughout the entire te~ of this Agreement, the insurance
coverage described in Exhibi t "'C·, attached r.ereto and incorporated
herein by this reference. insuring not only CONTRACTOR and its
subcontractors, if any, but a 1:::30 ...... i th the exception of workers'
compensation and employer's liability insurance, CITY, its
7
-
e,':
officers, agents and emp1 oj'o'!€.s, and each of them ... itb respect to
activities and services performed by CO~~RA~TOR for or or. behalf of
crTY under the provisions of this Agreement.
ee) Cf!,rt if~ cat_~.R ____ Qf... ______ Inil\gar.ce. C~rt if icates of
such insuran::e, prererabl)· on the !orrr.s provided by CITY, shall be
filed w;.th CITY concurrently with the execution of this Agreement.
S.~id certificates shall be subject tl;:' the approval of U"j€ City Risk
Manager and ehall contain an endorse.t":',ent st.ating that s'iid
insurance is primary coverage and ~ill not be canc8l1ed or altered
by the insu:r-er except after filing with the City Cl~rk thirty (30)
days~ writ.ten notice of such cancellation or alt.eration, and that
the City of Palo Alto is named as a.n additional ins>.::.-:-ed. Current.
certifi::atel3 of such insurance shall be k.ept on file at all times
during the term of this Agreement '""ith the Cit.y Clerk.
1.4.. "aHEM' COMPENSATIQ:!!.
. CO~~CTOR, by executing this Agreement, certifies
that it is aware of the provisions of the Labar Code of the State
of California which require every employer to be insured against.
liability for workers' compensation or to undertake self·inEl-urance
in accordance with the provisions of that code, and certifies that
it will comply with such provisions before commencing the
performance of ehe work of this Agreement.
15 . DBI'ENSB AND ;g!llBMNI'rt.
Notwithstanding any other pI:ovision of this
AgreementJ in the event that one or more members of the board of
directors or 'of the cfficers or staff of CONTRACTOR. PARe
Apartments, Inc. or PARe California Park. Corporation, are named in
any suit cr other legal proceeding arising out of their activities.
or the activities of CONTRACTCR, with respect to the low/moderate
income housing projects developed or acquired tJy CON1'RACTCR, or
· ... ith respect to CI'.i'Y' s -Belew .M.arket Rate" Progr-aIr., but r.co~
othel1llise, except where CITY is plaintiff, and defense is not
provided by an i ... surance carrier or ca::::ciers, cr ot.herwise, of
CO~.AC'I'OR, CITY, or any other party, CITY agrees to conduct or
provide stich defense up to a maxiw~ aggregate cost of Two Hundred
Thousand Dollars ($200,000) per occurrence, including expenses fer
attorneys, consultants, expert -witnesses, court costs, court
reporters, and other items related to said defense. In the event
that a final judgment is rendered againsL anyone or more of said
directors, officers, or staff of any of said entities, CITY agre~s
to indemnify said directcrs, officers, or staff up to said Two
Hundred Thousand Dollars ($200,000.) in the aggregate per
occurrence~ les9 such costs of defense as ~ay have been incurred.
The obligations of CITY hereunder are applicable only to the .extent
that defense and/or indemnity are not provided by an insurance
carrier or carriers, whether of CONTRACTOR, PARe Apartments, Inc.,
PAHC california Park Corporation or CITY, and are limited to be
those in excess of the defense or i~demnity obligations of said
carriers, and not otherwise. CITY's obligations hereunder do not
extend to any criminal prosecutions or allegations based upon any
8
""L
-
othe.r theory or cause of Q.c':..i~n for ",.;hich CITY would not be
obligated to, and would not c'J8tomarily, defend and/or indeli'.nify if
the defendant or do?fe~dants were regular CITY eI':"lployees. CITY's
oLligations here.."nder shall no':, \ll"'+der any c i rcu..'7lStances. exceed
the aggregate s'·...,. of Two Hundred Thousar..d Dollars ($200,OClO) per
o..:currence, re r "Uess of the nun-.bsr of claims, suits, legal
proceedings, or :~ __ nber of directors, office::-s, agent-sf or employees
involved. CITY may settle or comprcmisa a,ny claim, suit or legal
proceeding within the limits of CITY's obligations tl.ere1lnder, on
behalf of any fendant or defendants to which CITY' S obligatior:~
apply. The d':"'ense an·j indemnity obligations of CITY hereunder
extend to any occurrence during the periDd this section is in
force, regardless of when clai~ or suits relating to such
occurrence or occurrences are filed. CONTRACTOR shall notify CITY
~ediately upon receipt of information ~hich leads it to believe
that a claim, suit, or other proceeding ' .. ndar this section may
e>'ist.
Notwithstanding the foregoing subparagraph, CITY's
obligations set forth therein concerning PARe Apartments, Inc. and
PAMC California Park Corporation shall be in effect only so long as
the boards of directors of such entities re.'T\ain identical to t.hat
of CONTRACTOR.
H " ...."S. '1'0 BE PBS ERVEn .
CONTRACTOR shall,
(a) Procure all permits and licenses, pay all
charges and fees: and give all notices which may be necessary and
incident to the due and lawful prosecution of the services to be
performed by CONTRACTOR under this Agreement;
(b) Keep itself fully informed oE all €xisti~g and
future federal, atate and local laws I ordinances, reC'ulat ions,
orders, and decrees which rna:v affect thos-e engaged 0'; e:nployed
under this Agreement. any rT1.aterials ·used in COr-.""TRACTCR's
performance u~der this Agreement~ or the conduct of the senric:es
under this Agreell'.ent;
(c) At all times observe and comply with, and cause
all of its subcontractors and employees, if any, to observe and
comply with~ all of said laws, ordinances, regulations, orders and
decrees mentioned above;
(d.\ Immediately report to the PROJECT MANAGER in
writing any discrepancy or inconsistency it d18covers in said laws~
e;rdinances, regulation5~ orders~ and decrees mentioned above in
relation to any plans, dra~ln9s~ specifications~ or provisions of
this Agreement;
(e) With respect to CONTRACTORis use of CDBG funds
under this Agreement, comply with all of the requiremencs of Title
24 af che Code of Federal Regulations, Part 57D of the h1J.D
regulations concerning the CDBG program and all federal regulations
9
' .... \1.'> .... , . .... -,. . . ..
".
, , , ,
:.h.:.
-
,,",
and policieS! iSisued: ptirsuan~ to t:hose regulations+ CON7RACTOR shall
also comply with the: federal assurances set forth in EXldbit IrDIr to
this J\.greeme:-.t. which is attached hereto and incorporated h~rein by
this reference.
17 • N)JVE]!S .
The waiver by either party of any breach or
violation of an.y tert'T', covenant, or condition of thic Agreenoent or
of any provision, ordinance. or law shall not be deeJrl.ed to be a
waiver ot any other terro, ccvenant. condition, ordinance. or law or
of any subsequent breach or violation of the same or of any atr.er
te:r1l1. covenant, condition, ordinance, or law. The subsequent
acceptance by either party 0f any fee or other money which may
become du'2 hereunder shall not be deemed to b~ a waiver of any
preceding breach or violation by the other party of any term.
cove!lant. or condition of tllis Agreement or of any applicabJe law
or ordinance.
The prevailing party in any action brought to
enforce the terms of this Agree.."'nent or a-r-ising out of this
Agreement may recover its reasonable costs and attorneys' fees
expended in connection with such an action from the o~her party_
19. H.~.
~l notices hereunder shall be given in writing and
mailed, postage prepaid~ by certified mail, addressed as follows:
To CITY: Office of the City Clerk
250 Hamilton Avenue
Palo ~to, CA 94301
P<"Ilo Alto Housj.ng Corporation
540 Cowper Street, Suite G
Palo Alto, CA 94301
ATTN: Executive Director
20. ALTERATION IN AGREEMENT' G_Q~RNrN~.
This document contains all the ter.rns and conditions
of the a9~eement between the parties. A.."1Y amendments, alterations
or variations of the tenr.s of this Aqreement shall be invalid
unless made in writing and signed by the-parties hereto. There are
no other understandings, representdtions, or ag.ree.'l1ents, written:;lr
oral, not incorporated herein. All provisions of tbis Agreement
exp::::-essly are Irade conditions~ Th.iS Agreement shall supersede
Contract. No. C30336S8 b,':'t ..... een the parties. This Agreement shall be
governed by the laws of the State of California.
10
. _~;;;;~ c...' . ->',.','-. J~t~ ... ,:.;,,,~'~ .. ·,,·.' lilli' iI;;L"'''_''''' ... l'' .. ...,.,+~,,_., ___ ,.
o
2 1. .AGREBMl!!!T BIND IRG .
The tenns.. covenants. and conditions ,~f this
Ag~e~~~nt shall apply ~O, and shall bind, the heirs, successors,
executors~ a~!nistrator9r a8s~gng and subcontractora of both
parties.
IN WITNESS WHEREOF the-parties heroeto have E:xecuted this
Agreement the day and y~ar f~rst above written.
ATTES'l"c
City Clerk
APPIlOVBD AS '1'0 FORK.
Senior Asst. City Attorney
A.PRltOVBD:
Assistant City Manager
Director of Finance
Risk: Manager
APPIlOVED AS TO CONTENT.
Director of Flanning and
Conmrunity Environment
Attachments: Exhibit A:
Services
Ex..l'Jibit B:
Exhibit c:
Exhibit D:
CITY OF PALO ALTO
Mayor
1993-1994 Program Year Scope of
1993-1994 Contrar:t Budget
Insurance
Federal Assurances
11
.. -~
-
EXIliHIT • A·
PAI.o ALTO ROUSING CORPORATION
1993-1994 PROGRA."-l YEAR SCOPE OF SERVICES
CONTRACTOR shali foster and develop decent, safe and affordable housing benefitting 101,.0,
and moderat(' income families, seniors, and the disabled iIi Palo Alto. To fulfil! 5uch
objectives, CONTR. ... croR shall perform the: fellowing servi.ces under this Agreement:
L COMI>WNITY DEVEWPMEN'J BLOCK GRA."" ACmTTIFS
CONTRA.CTOR shall provide the following services in ronformanc.e with the objectives and
requireInents of Ute federal Department of Housing and Urban Development under the
Commt;.n.ity Development Block Grant (CDBG) Program and reimbursement for such
expenditures shall be from CDBG fund.:
1. INFORMATION AND REFERRAL: Administrative expense. to provide CDBG
Income-eligible households ~ith infonnation regardir..g affordable housing options, advice on
availabJe, affordable and/or subsidized housing units, colJnSC!l on eligible subsidy prograTT1s
and available services, referral to local agencies and service providers and, on a.t'( as-needed
basis, to serve as an advocate for individuals.
GOALS: Provide advice, counsel and information to low and modera:e
income hocs.ing seekers. Coordinate provision or SOI:'ial services and ser .... e "'-'io
advocate for households needing special assistance wiUt social service
ager.cies, employers, landllJrds or neighl.lors.
ESTIMATE: $14,800
MEASURES: 1,800 phone call.
200 \I\I3lk-in inquiries
900 LT}fonnation packets mailed
5 communications ""ith ot.ier housing groups
2 .:onfe:-ences attended
6 househojds counsel::.d
2. UHPRHA TENANT ASSISTANCE: Provide advice and as.,iSlance to tenants in
federally subsidized housing in Palo Alto which is in danger of converting to market rate
developments.
GOALS: COl.nsel and advise tenants in Arastr4CIero Park, Sheridan
Apartments, and PaJo Alto Garden A~ent.s on their rights and the federal
process which must be 'Jndertak.r'!!1 to preserve units as low income housing
ES11M. ... TE: $10,000
MEASURES: 35 tenant phone calls
10 meetings wilil tenants
1 apptication to HUD for technical assistance
-
3. HOUSING DIRECrORY: Produce a comprehcrJsive -Assisted Housing
Directol)''' fVl' the City of Palo Alto, listing available affGJ'dab!e housing resources i1I1d
programs.
GOALS: Prod ... ce a directory whkh will provide affordable housing serkers
with an t:asy to read guide to the subsidized housing units in Palo Alto: an
explanation of the various programs, waiting list and app:ica6on processes ..
income limitations. etc.
ESTIMATE: $6,500
MEASL'RES: Research and publish a direcLvry
1,000 printed and di.tributed
Update for serond printing
" CDOO ELIGIBLE BMR PROGRAM: Administer sales a.",d resales of Belo\\,
Markel Rate (BMR) units for CDOO elilible applicants.
GOALS: Provide assistance to CDBG eligible hOllsing seekers in the BMR
rental and homeownership programs.
ESTIMATE: $6,500
MEASURE& 2 sales of ownership uniL~
10 rental u!lits
Total CDBG budget is. $38,000, fun<.!s wlthin activity areas are etimates only and may shift.
ll. HOUSING RESERVE ruND ACTIVITIES
CO~-rRAcrOR shall provide the following service..1l. in conforma.'lce with the objectl,,·es. and
requirements of the City of PaID Alto Hou!:.i:1g Reserve Cuidelines, and reimbursement fer
such expenditures shall be from the City's Housing Reserve Funds:
1. BMR S.",LES AND REl'o'TALS: For BMR sales or rental unit!;, CONTRACTOR
shall administer such sales or rentals as \'acancies dictate. in compliance with the Ci ty ~ s
B'dR Program.
GOAl.S: Increase the mJ.mber of housing opportunities for moderate income
residet1!S by administering the 'Sales and reS3les of the City's BMR
homoo\loonership and rental programs. Activities include, but are not !imitd
to, :naintaining waiting lists, advising and counseling housing seekers,
verifying applicant eligibility and income criteria, and reporting to Cit) on
program pa..'1icipation.
BUDGET: $50,000
TOTAL 1993-1994 CONTRACT BL1>GET: $38,000
~
PMtrjpttop
Salaries
~ts
Payroll Taxco
IWIt
Insurance
Audit ."d Legal
P~Gn.
PMa;;e
Slaff Development
T .... vel
Qffl", Supplies
W.ainren.nce &-Repairs
EqtJiprr.errt
Depreciation
Miscell2neous
EXHmrr'lI'
PAtA) ALTO HO\;SlNG CORl'ORATlON
199'>-1994 C01l<'TRACT BUDGlo:T
Total PARe Contract lIudiot
fI:l!iUled Budeu CPlIC Fun!lL
$ 187,320 16,800
7,642 685
14,989 1,345
27,084 2,429
2,310 \ 7,985
4,536 I
3,150
3,675
4,677
2,3Hl
9.975
2,100
6,510
4,725
5,250
HtID Required A-J:l3 Audit 2,000
Consultant 3,000
Indirect Costs 7,064
TOTAL $ 2l!9,561 $38,000
Housinl
Besot fund
$50,000
r
t
;>"
"
e~ S~hw~~tz & Tugaw
El C~~,iM Real, Sutta 200
!..Oe Altos, ell. S40::il2
a Alto Housin~ CorporatloD J ETAL
Cowpgr Street, ~uite G
Alto, CA !43 ...
woqlC~" CIl' .. I't1IIM1~1It
"" lU'~aI"'HIa' LlASI LrTl'
0;" . .,11.
ity Of Palo Alto. Planning Dept.
-
I Victoria
Hatr.il ton Av.anue
o Alto, CA 94301
COMPAN'ES AFFORD[~ CO'llOFIA(JE
tr,~~-~' A Aetna Calualty " Surety Ce,
• I
'I"O~E i.
(I
i.
6HO\.J~C N'f'f OF ~E "B..":I'v'E DeSCJilE!E~ P;;L..i(:IE:S liE CAJ.cELI.~D ~fIE THe
8(P1S1,,,-~ C. .. ·i1: li1i';\~Cf, Ti-\£ iSa:;Jt'WC CG!l.li>"'N't ''4Iu" £NOU~ 10
MAll ~ ....... YS WRrrrE." NOTiCE ie, Ti'1£ CE~rlF1CATE HOL..OeJ'l NAME~ iO ~E
L.!::n. aUT F"Jl..l11lE: TO ... .Ail. !h)Ct". NO':'ICE S,"-'U. "N'CSE roo CElLlaAT)ON ~
iTS 11.0£,,"".5 OR ~SE',""."!;VES
.
,
r
i r
• Ace!!.,' ,
tor Schwart~ , Tugaw
El Camino Real, SUit9 200
Altol, CA 94022
10 Alto Houa!ng Corporation,ETAL o Cowper Street, Guita G
10 Alto, CA 94301
WOI'..£'lI" CO"P~not.I
"'" !,"I"\~a-LlAii!lk.1'TT
rr[ua
COMPANIES AFFORDING COVEFtAGE
f~~)\'tr A he.tna CatHlalty , Surety Cc.
-------I
'500,000
INSURED: See attached additional Insured endorsement
ity Of Palo Alto, Planning Dept.
I Victoria
250 Hamilton Avenue
Palo Alto, 'CA 94';01
L
-
S>1O\.ILO ANI( OF l~e Io.&cVE CESieOJ!lE~ 1'Ol.X:JE.S IE Ct\1'CE~ eEi"C~c. 'fKf
EXPI~.H1~ D,o,lE T~~:)F, T,;., 1S:S'.J~'l Cf)MP~Y \IV1U ENCe..'''OA ,:J
/.!.,.JL lQ D",\'S W11!'TTt'" ,""OTlCE TO ,HE CEAT)FY-lr£. )oIOLD~ !'tAMEr. TO 11,1:
LEFT, BUT r~r"''' MAo. SUCh ~,')'fIC.1': $rl.;ILL.-II,IPGSE NO OB~OJ.:r.oN 0t'I
-,
• ,.
,~ ,
t ,
COV;:R.~GE "ART t.\lMBER' CO"JofERCIAL GENERA .. LIABILlTY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSUR£D -DESIGNATED PERSON OR
ORGAN! ~AT ION
• &ndO~8ement modifies lp-Buranc6 provided under the following,
COKMERCIAL GENERAL !.IAIlILITY COVERAGE PART
IS JL~ INSURED (S~ctlon II) ia ~m~nded to include ~. an ineured the I r:;f:~ or orqaniz:~tion ehowr.. in the Schedl.Ole .as e.n Ir:.st;red but only wit.h
t to liability arleing out of you operation. or premises (Jwned by or
to you.
SCHEDULE
N~J{E OF PERSON OR ORGANIZA~IONI
City ot palo Alto, It. Officers, Agent. , Employee.
Planninq Department
250 Hamilton Ave.
Alto, CA 94301
-
I
I
I
"I
I
-
A-
(I)
(2)
(3)
(4)
(5)
(6)
-'.
EXHIBlT "D"
1""3-1994 FEDERAL ASSL'RA."ICES
BY RECIPIENT ("GRANTEE") OF
FEDERAL COMMUNITY DEVELOPMh,'/T BUXtC GRANT ("CDBG") FUNDS
GRA."ITEE bereby assures and certifies that:
It ~ses 1eg21 authority to receive federal grant funds and t'J caTJ') out the pro
posed program(s) assis'.ed thereby.
Its governing body has duly acquailJted itself with the funds applicatio'il, including all
undcThlaIKlings and a.ssurances contained therein, and directed and authorized the
person identifird as tbe official representative of GRANTEE to provioe ::iuch addition·
al infonnation as may be required hereunder.
II consents to =eplthe jurisdiction of the federal or California courts for Ill. purpose
of enforcement of its re5poruibilities imposed hereunder.
The proposed program(s) has be<m developed so as to give m<iXimum f.,.,ible priority
to activities which will benefil low and rnodernte income persons.
The receipt of any program income, as defmoo in 24 CFR 570.500(.), as "",coded,
g<nerated by the usc of grant funds under this Agreement, will be rncDnJed, reported
and returned to the City of Palo Alto ("GRANTOR") in a=nJance with 24 CFR
570.504, as amended.
It will comply with the provisions set fonh in 24 CFR 85.43 and 24 CFR 85.44
reganling the suspension or t,enninatlon of a. grant a.greement fN cause or conve
nience.
(7) It will maintain and retain all books, documents, papers, financiai, or other rer .... ords
wbich are pertinent to the grunt for a period of not less than three (3) years foIlowmg
the expiration of this Agreement. GRANTEE will .now GRAmOR and the U.S.
Department of Houshlg and Urban Development, thrnugb any authorized representa
tives, access to such documents, papers and records.
(8) If GRANTEE ic;. .. primarily religiou.s entity, in connection with the provision of
service& I"eq'Jired under thlS Agreement, G~'ITEE agrees to comply ~,it'h federal
regulation. specified in 24 CFR 570.2oo(j). GRANTEE further:
(a) will not discriminate against any employee or applicant for employment on the
basis of religion and w.ill not limit employment or gh'e preference in empluy
ment to persons on the ba...~ts of religion;
L
-
(b) will nO( discr.mmate against any person applying for s.ucb s.eT\'kcs on the basis
of religion and will nlJl: limit such servk:es or give preference to persons on the
basis of religion;
(e, will provide 110 religious Lr):>tructioIl. or counseting, mnduct no rel5gious
worsrnp or ser ... i~r" engage in no religiQus proselytizing, and exert no other
religious llt."9'uence in the provision of such 5elvices; and
Cd) will ensure that the pottion of GRANTEE's facility used to provide the
seJ.vice.s shall contain no religious symbols or decorations, other than those:
permanently affixed to or afe part of the structure.
B. GRANTEE also hereby .,,,,res that it shail:
(I) Comply \Vjth the nondiscrimination provisions of public law 88-352 (Title VI of tlle
Civil Rights Act of 1964), and the fair housing provisions of pubk la,,' 90-284 (Ti~e
vru of the Civil Rights Act of 1968) and Ex«utive Order 11063, as .,;,ended by
Executive Order 12259, with respect to sale, lease or transfer of land acquired,
cleared or improved with grant ils.sistance.
(2) Comply with the provisions of Section 109 of Title I of the H<Jusing and Community
Development Act of 1974 which prohibit discrimination.
(3) Ccmply with the Fair Housing Ac-t of 1989 (42 USC 3601-20), whicb prohibits
discriminatory ~sing practices based on race, .color, religion, sex, national origin,
disability or familial status.
(.:I-) Compiy i. .. ith the: Davis-Bacon Act, as amended, Federall.abor Standards pro\'isions
"gr,'ith respect. to all construction conLracts in excess. of Two Thousand Dollars ($2.C()(J,l.
(5) Comply with the requirement of t.l:]e Flood Disaster Proiection Act ()f 1973 aIld the
National Flood Insurance Act (If 1968 applicable [0 acqu.isition or construction
projects.
(6) Comply with the relocation and displacement requlrements of the Uniform Relocation
Assistance and Real Property Acquisition Policies Act of 1970, as amended.
(7) Compiy with provisions of Executive Order 11246, as amended by Executive Orders
11375 and 12086, on equal employment opporturuties and affirmative action rehtive
to emploYeel and applicants and nonexempt contrncts and subcontracts..
(8) Comply with 42 USC 4831(bl. and 24 CPR 570.608 and 24 CPR Part 35 of We HUn
regulatio[!'s, prohibiting the use of Iead·bJJ.ed paint in the construction or rehab[litation
of residential str..lcrures.
2
. ~-
\ -
. ..J
-
;'~'/:
"',2":-
~,?, .. -,,~
(9) Comp:y with Ule pro ..... iitO!'lS of 24 CFR Part 24 which prohibit the 'Jtilizatlon oi
deba:.n.d, su-;pended, or ineligible contractors or subrocipients.
(10; Comply with the uniform admi.nistrdtlve requirements and cost principals. of 24 CPR
Part 85 and OMB circulan A·S7, A-I 10, A·122. and A·12S and A·D3 ., they relate
to the a.cceptance and use of fooeral funds by Ilonprofit organizations, and as oth~r
wise may be required 'der 24 CPR S"705(~. as amended.
(11) Olmply with the ",,!uirements of 24 CPR 85.36 and OMB circular A-IIQ with
respect to confhct of interest, and as othe~'i.se may be required under 24 CFR
570.611, as amended.
(12) Comply witt: the pru\'i'ikms of the Hatch Act ""hich prohibif the use of federal funds
for lobbying acu vities.
(13) Comply with Section 319 of public law 101-121, which generally prohibits recipienl'
of federal contracts, grants or !oans from uWlg appropriated funds for lobbying the
executive or the legisl2:tive branches of the federal government w connection with a
speciftc CODtnlct, grant or loan. Accordingly, GRANTEE hereby certifies to the best
of its knowledge and belief, that:
(a) No federal appropriated funds have been paid or will be paid, by or on behalf
of GRANTEE, to any person for influencing or attempting to influence an
officer or employee of any agency. a Member of Congress, iL"'1 ofticer or
employee of Congress, or an employee of a Member of Con~ss in oonnec
tion with the awarding of any federal contract, the making of any federal
grant, the making of any federal loan, tbe en~Jlg into of any \:ooperail .... e
.agreement, or the extension, continuation, renevr.'aI, amendmenl, or mvdi:fica
tioo cf any federal contract, grant, loan. or C'ooperdtj>.re agreement; and
(0) If any f"nds other than federal appropriated funds have been paid or will be
paid llJ any person for in.,*'ueocing or attemptlng to influence an offIcer or
employee ~f any agency, a l\'iernber of Congress, an officer or employee of
Congress, or an employee of a Member of Ccngress in c.(lnnection with this
federal contract, granr, loan or cooperati;,-'e agreement, GRANTEE shall
complete and submit Standard Form-LLL, "Disclosure FOIm to Report Lobby·
ing-in accordance with its iIlstru(.1iol1s.
(14) Comply with the Age Discrimination Act of 1975, as amended, which stale, that no
persons in the Unitoo States shall, OD the basis of age, be denied the benefits of, or be
5llbject.:x1 to discrimination under, any program or activity recei",ring federdl financiaJ
a.,,>sistance.
(15) Comply willi Section 504 of tlle Rehabilitation Act of 1973, "hich prohibits discrimi
nation against people with disabilities In any federally assiMed pmgrdm.
3
-
(16) Comply with the Americans with Disabilities Act of 1990, a.s amended, a."ld impl'!
meeting regulations when publishOO.
(17) Transfer 10 GRANTOR any CDBG funds on hand, and ally accounts receivable
attributable to the use of CDBG fur!ds, at the time of expiration of this Agreement.
In a<klition, GRANTEE shall ensure that any real property under GRANTEE's
control that was acquirrd or improved in whole or in part with CDEG flJnds in excess
of $25 J (XX) is either:
(a) llsOO. to meet one of the nationa1 objectives in 24 CFR 570.208 until five years
after expiIation Df this Agreement, or for such longer period of lime as
determined appropriate hereunder by GRANTOR. or
(b) is disposed of in • manner whicb results in GRAlIoTOR being reiI!lbursed in
ct-.e amount of the then current fair market value of the propeny less any
portion thereof altnootable to expenditures of non--CDBG funds for acquisition
of, or improvement to, the property.
4
-
LCi_~ II M II N T
BE'I'IIZEI! rim CITY 01' PALO ALTO AND
rim UIU!"R MINISTRY OF PALO ALTO
POR SEllVICES POR TIm HOMELIISS
PISCAL YEAR 1993-1994
THIS A3REEMENT is made and entered into this ___ day of
."--,-,,...,-,...,-,_' 1993. by and between the CITY OF pAl,O ALTO. a
municipal corporation of California, hereinafter referred to as
·err.£; III and the URBAN MINISTRY OF PALO ALTO, a nonprofit
corporation under the laws af the State of California, which
address is Post Office :9ox 213. Palo Alto, California .94303,
hereinafter referred to as wCOh~CTOR·;
WIT NBS SET H:
WHEREAS, CITY has applied for funds from the fede~al
government under Title 1 of the Housing and Community Development
Act of 1974, Public Law 93-383. as amended; and
WHEREAS, CITY desires to retain services related to
providing emergency food , housing and ~ocial services for the
homeless population; and
WHEREAS, CITY desires to engage CONTRACTOR to provide
these sendces by reason of its qual i fications and experience for
perforrrting such services, and CONTRACTOR has offered to provide the
required services on the terms and in the ~anner set forth he~ein;
NOW, THEREFORB, in cor.sideration oE their mutual
covenants. the paI-,ties hereto agree as follo''''s:
1. DEPINITIONS.
(a) The word WCity~ as used in this Agreement shall
mean and include all the territory lying within the municipal
boundaries of the City of Palo Alto, California, as presently
existing, plus all territory which may be added thereto dur:'ing the
term of this Agreement by an.""lexation or otherwise.
(b) The tenn "City Council'll shall mean the duly
elected or appointed .members of the Council of the City of palo
.Uto, California, acting pursuant to the provisions of the Palo
Alto MUnicipal Code and the Charter of the City of Palo ~to.
(c) The term "City Manager!! shall mean the duly
appointed City Manager of the City of Palo Alto, Cal ifo:rnia, or :her
designated representative.
1
..1"
-
..... rt-
(d) The tern. "City Cl~rk" shall mean ::.he duly
appoi~ted City Clerk of the City of palo Alto, California, Dr her
designated representative.
{e) The teI17l ~Citi' Risk Y...:inager" :shall mt"~an the
duly appointed Risk: Manager of the City of Palo Alto .. C-l.liEornia,
or his designated represent~tive.
(f)
the duly ap~ointed
Califc1rnia, or her
Tl'.e ternl ~City Di!:"ector of Finance" shall Ir.~an
Director of Finance of the City of Palo Alto,
designated representative.
(g) The teLID "City Auditor-shall mean the duly
apPointed City Audi~cr of the City of Pale Al~o. California, or his
designated representative.
:2. PROJECT qooRDINATION.
(a) ,C.it.-y-The City Manager shall be representative
of CITY for all purposes under this Agreement. The Director of
Planning and Comrrru.nity Environment is designated as the PROJECT
MANAGER for the City ~~nager, and shall Bupervise the progress and
execution of this Agreement.
(b) ~tractQr. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have ~~erall responsibility for the prog~ess
and execution of this Aoreement .tar C01\'TRAC'I'OR. The Executive
Director of CONTRACTOR cOl.-por-ation hereby is designa.ted as the
PROJECT DIRECTOR f or CONTRACTOR..
~c) ~_'9-~. COt..'TRACTOR shall provide the PROJECT
MANAGER and others specific3.1ly req'.lested by the PROJECT MANAGER
with free and easy access to all facilities and activities of
CONTRACTOR hereinafter described. The PR()~~ECT MANAGER 3.!1d others
specifically request.ed by the P~OJEC'r !-1A1-~GER shall cCQrdi!"~at.r: s"<.lch
access with CONTRACTOR.
3. PlJ'TIES Of CCWl'RACWB_
fa) SnCQpe of .C::ervice$~ Under this Agreement
CONTRACTOR shall provide the services set fort!: in the document
entitled'll 1993-94 Scope of Se:r.rices. N attached h~reto as Ex.'1ibit ·A· and incorporated herein by this reference.
(b) AdditJn9D~Ln$~rvice§. In add it i ct.i to providing
the services set forth in Ex.:'ibit A J"JcreClf r CON'TRACTOR shall use
its best efforts to do the following under this Agreement~
(il Coordinar:joo. CONTRACTOR shall
coordinate its senrices with other existing organizations providing
similar services in order to faste~ commlnity cooperation and to
avoid unnecessary d~plicatia~ of gervic~s.
2
L
-
{iiI Pro .... pct Manacr'e..r. CO:ITRACTOR shall
fully cooperat.e and comrr.unicatte -with the PROJECT MANAGEa r-=lating
to the services provided under this Agreement. areas ct concern,
a~d the !mpact of the services under this Agreement on resid8n~s of
CrTY. CONTRACTOR shall confer with the PROJECT r.lh.NAGER concerning
the operation of services and shall d~J.ly c-::.nsider reasonable
directions and suggestions made by the PROJECT MANAGER at such
cocference~.
(iii) funding. CONTP~CTOR shall seek out
and apply for other sources of reven~e in support of its operation
or serv~ce6 from county, state, feder~l and pri'\rate sources.
Unless deemed inappropriate b}' the PROJECT MA,..?·l"AGER, CITY shall
support. CONTRACTOR in ita search of grants, funding, or other
income by serving as a sponsoring agency. by providing letters of
BUppo~t, or by renderiLg advice on applications for gr~~ts. The
receipt of such funds shall be rei -.::rted as provided in para.graph
4(e) hereof.
(iv) ~_~. CONTR.ACTOR shall adl"~ere co
all applicable safety standards and re~~lations to ensure that all
its services are provided in a safe manner~ CONTRACTOR shall make
periooic safety inspection9 and provide training t.o staff using
fire prevention, safety. building inspections and other consul tants
as available.
{v) Acknowledgment of ____ ~jt,y Funding.
CONTRACTOR. shall include an ac}(-..nowledgrnent of CITY funding and
support under the federal Ccmmunity Development Block Grant
(IIICDBG'l program in all appropriate publicity or publications
regarding its ser~ices using words to the effect that ·ge~-ices are
provided in cooperation ~ith the City of Palo Alto~ or -through
City of Palo Alto CDBG funding~ as approved by the PROJECT ~~AGER.
AlJDITS.
(a) Fis_c_al RespoP£=Iibilities.
{i) r~l_~. CONTRAC'I'OR shall appoint
a fiscal a.gent who snall be re.spons.i.ble fer the financial and
accounting act.ivities of C01>o"'TI?ACTOR~ including the receipt a.r:d
diSbursement of CONTRACTOR funds.
(ii)
its board of directors a
review and by signature
bank account balances of
I:reasurer. CONTRACTOR shall appoint from
treasurer who no less than monthly shall
approve all rece~pts~ disbursernect9 and
CONTRACTOR.
(iii) System of ACcoulJl::..§.. COh7RACTOR and its
fiscal agent shall establish and maintain a system of accounts that
sr.all conforrr. 'With generally accepted principles of accountir..g and
wi th all federal CDBG funding requirements for budgeted funds.
Separate accounts for identifying receipts and expenditures shall
3
L
· ~
be O"'Iaintainea for all CDBG funds received l:.nder this Agree:nent.
All records and accounts related to this Jl.~greement shall be
available for examina.t ion or audi t by CITY's I:epres.entati ves frorr,
the Pinance Department and Auditor's Office, and staff from the
federal Heusing and Urban Development Department ("!-fUD"). durin:;,
0ONTRACTOR's regular working hours dur~ng the term of this
Agreement and for three (3) yeat"s thereafter. Such system of
accounts shall be subject to the revie ..... .:tnd approval of the City
Director of Fina'lce and the City Auditor.
(iv) Program Income. CONTRACTOR m\.lSt.
accurately account foI' any prograro income genera.ted from tr.e use cf
CDBG funde, as defined under 24 Code of Federal Regula~ions Section
!.70.SCC 1 as amended, and report t.he income to CITY and HUD in
accordance with 24 Code of Federal Regulations Part 570, the ~CDBG
Fina!. Rule I. Such program income shall b~ returned to' C1TY in
accordance with 24 Code of Federal Re~~lations Section 570.504(c).
as amended.
(b) Eecords. CO~~CTOR shall ~aintain adequate
and accurate records, in accordance with generally accepted
accounting pri~ciple5 and Rll CDBG funding re~lir€ments, including
but not limited to books, financial r~cord~. supporting documents.
statistical records, personnel records, real and person2l property
records, and all other pertinent records sufficient to reflect
properly (i) all direct and indirect cost of whatever nature
claimed to have been incurred and anticipated to perform this
Agreement, {ii) all transa~tions under this Agreement, and (iti)
all other matters covered by this Agreement. CONTRACTOR shall
preserve and make available Stuch records until the expiration of
three {3) years from the date of final pa~~nt under this
Agree!i\ent.
(c) R~,Q9_~~. CONTRACTOR shall provide CITY semi
annual activity reports on the fifteenth r15~c) day after the close
of each six-month period, cove'T'-ing 'the precerjing half ·year and sue:!.
ether infon:;;ation. as the PROJECT MA."iAGER may request. 'The final
semi-annual report shall CQver not only the preceding six months
b".J.t also the entire year. Each report shall be prepared in the
form agreed upon by the PROJECT MANAGER and CONTRACTOR.
{d} Tndepp-ndp-nt. A~9.t.t.. CON"!'kACTOR shall provide
for an independ~nt audit of its transactions, records, and
financial reports. The audit shall be completed at least every t~o
(2) years, starting August 31, 1993. The audit shall be conducted
by a certified public accountant (the "CPA-) in conformance ~ith
generally act:apt.ed accounting principles. Audit reports shall be
submitted by the CPA to both parties. The scope of each
independent audit shall include auditing for compliance ~ith OMB
Circular A-133.
(e) Funds Received from Other Source$_. Funds which
are made available to CONTRACTOR from sources other than CIT¥"
through a concract between such source a~d CITY or between s~ch
source and CQN'I'RACTOR shall be subject to ttle sa..l11e fiscal procedure
4
L
~------~~--
""
"-r"" "
,-,
-
sta.ted he4ein unle~3 special procedures are called for by any S":J.ct.
source. Income to COh"TRACTOR in the form of fees, diroect
contrib-utione and any other fo::.-rr. -:Jt monetary program support must
be shown in the records ot the fiscal agent in a tnanner acceptable
to th~ PROJECT MANAGER.
;;. .QgGANlZATIJ21LQP COl!TRl\CTOR.
(aJ CgmpQsiti?p Qf C~)NTRACTOR. Throughout the tet~
of this Agreement. CONTRACTOR shall re~ain a~ independent,
nonprofit corporation under the lawS of California governed solely
by a board of directors. with up-to-date bylaw~ which contain the
structure a..-;.d procedures of CO~'"TRACTOR. CONTRP.CTQR shali op~rate
by its bylaws. Any cnanges in CONTRACTOR's articles of
i~corporation, bylaws, or tax-exe~t statue shall be reported by
CONTRAC'I'OR immedj,ately to the PROJECT ~ . .ANAGER~ No member ct the
board oE directo~s of CONTRACTOR shall be a paid employee, agent,
servant. or subcontractor of CON'l"'P-ACTOR ur.der this Agreement d0ring
all or any part of his or her tenure as a me~er of the board of
directors of CCNTRACTOR.
(b) ~siti9n of Board of Di.~..t.Q1::.§.. The board
of directcrs of CONTRACTOR shall include representat ion frOIn the
broadest possible cross section of the community includi~g: tbos~
with expert.ise and interest in CONTRACTOR' s services~
representatives front signif:icant community organizations interested
in CONTRACTOR's services, and usera of CONTRACTOR's services.
(c) Mintit:es Qf Meelligs cf CONTRACTQI<. CONTRAC'IOR
shall keep minut~B of all regular and special meetings of its board
of directors~
(d) !:.Q;rmJJn1.t.LInvQlvement". COr..'TRACTOR :::hall make
rr>..axirnum feasible effort to assure corronul1ity involvement in the
plans and activities provided under this Agre~~ect.
A."1Y reports, information, data, or other material
given to, or prepared or aSge~~led by. CONTRACTOR or its
subcontractors. if any~ under this Agreement fo~ C1TY shall be the
p~operty of CITY and shall not be made available to any individual
or organizatiDn by CO.NTAACTDR 0:" its subcontractors. if any,
without the prior ~ritten approval of ~he PROJECT MANAGER. In the
event of termination, CONT"lfACTQP. shilll give to CITY irrunediately one
(1) copy of any and all Et'Jdies. report.s. information and any other
datar • .. het.her or not c:ct'i'l.pl~t.~d, prepared in conneC'tion .... i th this
A9reement~ which shall be th~ permanent property of CITY"
7. DUTIBS Q.!'_Cl'I'X.
CITY shall furn;'sh COh"TRACTDR .... ith all readily
available background infor.r.at ior. and data relevant to CITY.
5
I
< •• . . ~. r ----
-
S. BUDGJT! COKfBNSATIQ~.
(al ~~.. CONTRACTOR's contract budget for the
term of tnis A:;reerr.ent l.S attached hereto as Exhibtt "'B~ and
incorporated he!"ein by tni=-reference. Expenditures by COYI'RAC'TGR
for eervices hereunder shall substantially conform to said bud9~t
u.nless the prior written appr':lvai of the PR0J"ECT V;k.~J.~~ER is
,:;Ltained. The budget must be developed and complied ..... ith in
accordance with the schedules, processes 'ind format established by
CITY staff <
(b) ~~Rti_Q..I;!. CITY agrees to compensate
CONTRAC"!'OR tot" c.he full performance of its services under this
Agreen\e'C.t in accord3.l1.ce-..,ith E.xhibit ~BOl. in a total sum not. to
exceed Fifty Three Thousand Dollars ($53,000) in CDSG funds. Funds
conrd tted under t.he CD8G program are contingent upon CITY receiving
the intended app.r·opriation frC!t1 HOO.
(e) ~_y;nents by CTTY. On the billi!.1g form provided
by CITY; CONTRACTOR shall submit a cill by the fifth (5th) working
day of each month for services provided under this Agreement during
the preceding month. The bill shall specify aCLllal expendit'Llres
d1rectly related to this Agzeement: in acccrdance with Exhibit ~B.r
CQN"I'RAcroR sl"..a.ll account for any program in,=o!'!\e~ as defin8c. irl
Subsection 5{a} (iv) hereof, in each billing and shall reduce the
billing to CITY in an amount: equal to the excess program income.
If indirect costs: ar~ charged r Lhe bill shall also specify r.he
approved indirect cost rate charged by CO~~CT~R. ~e indirect
cost rate shall be determined under an indirect cost allocativ:l
plan for determining CITY's appropriate share of CO~"TRACTOR' s
adIr-.inistrative costs. CONTRACI'DR shall develop an indirect cost
allocation plan in accordance with OMB Circular A-122, subject to
CITY's review and approval of the plan.
9, AGl!REMKNT TERJ!,TElt)!INAUON Ot' SERVTCE§.
(a) Isu;:m. The teITn of this Agr-eernent shall
commence on July 1, 1993 and expire on June )0, 1994~ unless this
Agreement is terminated sooner as provided herein.
(b} ~€rmination. EitGer party may terminate this
Agreement at any time, with or without cause, by giving thirty DO)
days' written notice thereof to the o~her pa~ty. Either party ~ay
also terminate this Agreereent for convenience, in accordance with
24 Code of Federal Regulations Part 80S, Section 85~44.
Not ... i thstanding the foregoing, CITY may imrr.ediately suspend or
terlT'linate this Agreement. in ... hole or-in part, if CONTRACTOR
materially fails to comply with any term of this Agreemellt. or .... ith
a.ny of the r'l.lles, regulations or-pro·,/isions referred to herein, In
such event, CITY may also pursue any other remedieS provided by
law, including the,se specified under 24 Code of Federal Regulati,ons
Part 85, Section B5.4~.
6
, ,
L , ..
r
i
i
... ~ .... " . ..... t
------------
(a: A§J3ignmgot. Both partiEs sha" L giv . :8ir
personal attent:ton to the faith!u! perfo::"illdn':e oE t .. is A: :.c ... nen~
ar.d shall not agsign, trans!e~. convey, or othe~ise dispose cE
this Agreement O~ any right, title, or interest in or to the same
or any part thereof without the prior written consen~ of the other
pa~tYJ and then only subject to such terms and cO:1ditions as the
other party IM}~ require. A consent to one assigrunent shall not be
deemed to be a consent to any subsequent assignment. k.1Y
assignment without such approv 1 shall be void and, at the option
of the other party. shall te~~nate this Agreement and any ~icense
or privilege granted herein. This Agreement and any interest
herein shall not be assignable by operation of law withm;.t the
prior writte~ consent of the other party.
(b) ~Q_n.~,r.;::tors· Brnplcyees. CONTRJ>.CroR shall be
responsible for e.1'lploying or engaging all persons necessary to
t;:erform the services of CONTRACTOR here".Jnder. No subcontractor of
CONTRACTOR will he recognized by CITY as such; rather, all
subcontractors are deemed to be employees of CO~~CTOR. and it
agrees to be respon~ible for their performance. CONTRACTOR shall
give its pp.rscnal attent-ion to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any,
and shall keep the work under its concrol. If any employee or
subcontractor of CONTRACTOR fails or refuses to carry out the
provisions of this Agreernent or appears to be incompetent or to act
in a disorderly or improper manner, he aha 11 be discharged
irrmediately from the work under this Agreerr.ent on demand of the
PROJECT YUUiAGBR.
(a) Conflict ,.9~I __ PJ;'~. CONTRACTOR covenants
that, with respect to its ser.;icee under thl.s Agreemer..t funded wi th
CD3G money ~ CC'1ITRACTOR s!lall comply with the provision.s of 2-4 Cod€
:rE Federal Regulations Section 570 .611~ as a.~ended, concernir.g
conflicts of interest. Specifically. ex-::ept for tr-.e use of CDBG
funds t:.o pay salaries and ather related administrative or personnel
costs, no person who is an en~loyee, agen~, conaultant; officer,
or official of CONTRACTOR who exercises or has Exercised any
functions or responsibilities concerning the CDaG activities under
t-his Agreement, or -who is in a position to participate in a
decisionmaking process C~ gdin inside inf0rmation ~ith r~gard to
such activities~ may obtain a. perscnal or financial interest or
benefit frem any CDBG activity, or have an interest in any
contract, subcontract or ag::-ee:ment wi th respect thereto, or the
pro~eeds thereunder, either for him or herself or for those with
whom he or she has famil}' or business ties, during his c'r her
tenure or for one year thereafter.
With respect to all of its services provided under
chis Agreemer.t, CONTRACTOR covenants that it presently has r..o
intere~t and shall not acquire any interest, direct or indirect,
financial or othen;ise ..... hich would conflict in any rr.::anner or
7
-
degree 'With the performance of the send CES here\..'.nc.er. CONTRACTOR
further covenants that., in the performance of this Ag!:-eement, no
subcontractor or person having such interest s:'1~11 be employed by
CON'!RACTOR. CONTRACOOR certifies that no one "Who has or will have
any fjnancial interest under this Agreer..er;.t is an officer or
employee of CI'N.
ib) rndepender~t Contra.; __ ~Q.~. It is furthe:c
expressly .:;.greed that. in the perfonnance of all (If tbe serJ"ices
under this J~.greement. CONTRAC'TOR shall at all times be dee:ned an
inde~endent ccntractor ~nd not an agent cr employee of CITY.
No discrimination shall be made in the employment oE
persons under this Agreement because of the age, race, color,
national origin, ancestIY. religion, sex, disability or SExual
preference of such person. Simil.arly, no person s'hall be subject
to discrimination under any par~ of the services p::-ovided by
CONTRACTOR Wlder this Agree..'1'1ent on the basis of thE as;'e~ race,
color, national origin, ancestry~ sex, religion r disability or
sexual preference of such person. If the value of this Agreement
is~ or may be, Five Thousand Dollars ($5,OOO) or more, CONTRACTOR
agrees to meet all req1.lirements of the Palo Alto Municipal Code
pertaining to nondiscrimination in employment and to complete and
submit the "'Compliance Report-·Nondiscrimination Provisions of City
of Palo Alto Contracts· on the fo~rn furnished by CITY.
CONTRACTOR agrees that each agreement for ser.rices
from independent providers shall contain a proYision substantially
a3 folloW's:
"PROVIDER shall provide CON7RACTOR with a
certificate stating that he (or she) is currently in
compliance wit,h all Fedsral and State of California laws
coverin.g nondisc~i.minati0n in e.'1\ploY1'l<::n':.; that he (Qr
she} will pursue an affirmative course of action CiS
req-uired by the Affirmative Action Guidelines: of the City
of Palo ~lto; and that he (or she) viII not discriminate
in the employment of any person under this con:ract
because of age. race, color, n~tional origin, ancest~.
sex, religion, disability or sexual preference of such
person .•
If CONTRACTOR is fou.nd in violatio!l of the:
nondiscrimination proviSions of the State of California Fair
Employment P.:::actices Act or sirni:!.ar provisions of federill law or
executive crder in the performance: of this _;r..greement. it shall
thereby be found in material breach of this Agreerr.ent. Thereupon,
CITY shall have the power to canCel or suspend this Agreement, in
whole or in part, or to deduct from the amount payable to
CON7RACTOR the sum of Twenty-Five Dr)l1ars ($25) for each person for
each calendar day during which such person W.;iS discr Iminat ed
against, as da~3ges for said breach of contract, or ~oth. On~y a
finding of the State of Cal iforr:.i.a Fair Ernplo:yment Pract ices
8
L
-.. ....., .. > ..... . " --_~_--, .--1
I
~'
•
.'
-
Commission or the €'ql.livalent. federal
constitute evidence o~ a viclat-ion
9tiOparagrap'n .
"
agency or otficer
of co~tract under
shall
this
If COr-."TRACTOR violates the nv:-"~disct:'irnination
provisions of this Agreement or the applicable Affirm3.tive Action
Guidelines pertaini~g to this Agreement, CONTRACTOR shall be in
material brea.ch of chis Agreement. Thereupon, CITY shall have the
power to caocel or suspend this Agreement, in whole or in part, ~r
to deduct ·-rom the a..'!\Qunt payable to CONTRACTOR the S'..mI of Two
Hundred Fi.:.:y Dollars ($250} for each caler..::iar dC3y dUYing which
CONTRAC70R fails or has failed to comply with such
nondiscrLrninatian provisions or the affirmative action guidelines
as d~~ges for ~aid breach of contract, or both.
13 . !lOLD HARMLESS; INSl!ljAl!C!!.
{a) HQld Harmleu. CONTRACTOR hereby agreef=: to
protect. indemnify, defend and hold harmless CITY, its officers,
agents and employees, from and agai:lst any a:1d all demands,
li,bility. damage, loss, claims. or actions, including ccsts and
attorneys' fees, arising out of this Agreement, except to the
extent of the negligence or willful mioconduct of CITY, its
officers, agents. or employees.
(bJ Insurance CQverage. CONTRACTOR, at its sole
cost and expense, shall obtair.. and maintain, in full force and
effect throughout the entire term of this Agre~~ent. the insurance
coverage described in Exhibit "C". attached nereto and inco::porated
herein by this l:eferenCe.T insuring not only CONTRACTOR c.nd its
subcontractors, if any~ but also, with the exception of workers'
compensation and employer's liability insurance. CITY. its
officers, agents and employees, and each of them with respect to
activities and secw-ices perfonned by CONl'PACTOR for or on ber-alf of
CITY under the prC"visio!18 of thi.s Agreenent.
(c) Cer-tificatps of In$u.z;:_a_~. Certificates of
eH1C1'1 insurance, preferably on the fO:r:nE provided by CITY, shall be
filed with CITY concurrently with the execut~on of this Agreement.
Said certificates shall be subject to the approval of the City Risk
Manager and shall contain an endors~~ent stating that said
insurance is primary coverage and will not be cancelled or altered
by the insurer except after filing witn the City Clerk tb_irty (30)
days' written notice of such cancellation or alteration, and that
the City of Palo Alto is named as an additional insured. CUrrent
certificates of ~uch insurance shall be kept on file at all times
during the term of this Agreement with the City Clerk.
14. ~QU:ERS' CQMPENSATION.
CON'l'RACTOR, by executir..g this Agr-ee~Lent, cerrifie5
that it is aware of the provisions of the Labor Code of the StatE
of California 'Whi ch require every err.ployer to be insured again8t
liability for work,ers' compensation or to undert2.ke self-insurance
in accordance with the provisions of that code, and further
9
.. ~ . .1
-:.,.0
-'';."
.'l':;
-~ . f;;;'
J .", '.'.
ce!.'"tifi€.s t~,at it will comply ~'ith s,-",ch provisions before
commenc-ing the perfo:cmanc~ of the services under this Agreement.
CO~~CTOR shall:
Cal Procure .::.11 permits and licens-es, pay all
charges and fees, and give all notices .... ,hich IP..ay be nece8sary and
incident to the due and lawf'.ll prosecution of the se-cvic~s tc, be
perfo~~ed by COh~CTOR under this Agreement;
(b) Keep itself fully infOrD'.ed of all existing and
future federal, stat.e and local laws, ordindnces~ regulations ~
orders, and decrees: 'Which may affect those eng-aged or employed
under this Agreement, any materials used in CONTRACTOl<.' s
performance under this Agreement, or the conduct of the services
under this Agreement;
{c) At all times observe and comply with, and cause
all of its subcontractors and employees~ if any, to observe and
comply with, all of said laws, ordinances, regulations~ ord~rs and
decrees mentioned abo~.~e:
(dj Immediately report to the PROJECT MANAGER in
writing any discrepancy or inconsistency it discovers in said laws~
ordinances, regulations, orders~ and decrees mentioned above iT.
relation to any provisions of or serv-ic-:E' under this 1 .. 3T€::err.entj
(e) With respect to CONTRACTOR's use of CDBG funds
under this Agreereent, comply with all of the requirements of Title
24 of the Code of Federal Regulations. Part 570 of the HUD
regulations concerning the COBG progra.m ar::.d all federal regulations
and policies issued pursuant to those regulations. CONTRACTOR shall
also comply with the fed~ral assu=ances set forth in E}L~ibit ~D~ to
thi:& Agree.1:ent, 'Which is attached hereto and incorporated h<=!rE:in by
this reference.
16 • WAIVERS.
The waiver by o:ither party of any breach or
violation of ~~y term, covenant, or condition of this Agreemant or
of any prevision, ordinance, or la'W shall not be deEmed to be a
waiver of any other term, covenant, condition, ordinance, or law or
of any subsequent breach or viclation of the same or of any other
tenn, covenant, condition, ordinance~ or law. The subsequent
acceptance by either party of. any fee or other money which may
become due hereunder shall not be deemed to be a waiver-of any
preceding breach or violation by the ather pa.;::ty af any term,
covenant, or condition of this Agreement or oE any applicable law
or ordinance.
L
71······
;.. -:.""
" ... :"
• >"." . -
---
-'.
17, ~_~ A'I"I'OIUlEYS' FEBS,
~e prevail ing party in any act ion b:r-ought to
enforce the ms of this Agreement or ~rising out of this
Agreement rna) ecover its reasonable costs ar.d att.oi"neys' fees
expen~ed in connection with such an action from the other party.
All notices her-eunde .... shall be given in ""riting and
mailed, postage prepaid, by certified rrail, addressed as follows:
To CITY:
To CONTRACTOR:
Office oE the Ci t:r-Clerk
250 Hamilton Avenue
Palo ~to, CA 94301
Urban Ministry of Palo Alto
Post Office Box 213
Palo Alto, CA 94301
ATTN: Project Director
19 • ALTIIATION l:N AGnEEMDfT' GOVIRNING LAiV.
This docurneut contains all the terms and conditions
of the agreement between che parties. Any amendments, alterations
or variations of the terms of this Agreement shall be inval id
unless made in writing and signed by the parties hereto. There are
no other understaudings, representations. or agreeme~ts, written or
oral, not incorporated herein. All provisions of this Agreement
expressly are made cendi tions. This Agreement shall supersede
Contract No. C4639 bet~eeD the parties. This Agreement shall be
governed by the laws ef the State of California.
The terms ~ covenants.. and candi t ions of this
Agreeme~t shall apply to, and shall bind .. the heirs, SUCC2SS0rs,
executors, administrators.. assigns and subcontractors of both
parties.
IN WITNESS WHEREOF, the par~ies hereto have executed this
Agreement the day and year first above written.
ATTEST, CIn OP PALO AL'1'O
City Clerk
APPROVED AS '1'0 PORl\!,
Senior Asst. C1ty Attorney
11
,.
j
"
Director of Finance
Risk Manage:t
Director of Planning and
Community Enviror~ent
Attachments: Exhibit A:
Exhibit B
Exhibit C
Exhibit n
'-',
URPAN HIll!S'!'l\Y OP PALO AL'l'O
, / By :~';~ 0>' A.-fj < i.o( ,J ltJ:J
Ite, Z >4/~",,,J,.u..l) (e, /y-..
Taxpayer Identification
No. 77~QG3481~ ___ _
1933·1994 scope of Services
lS~3·199~ Contract Budget
Insurance
Federal Ass~rances
12
-
EXHIBIT "A"
URBJL~ MINISTRY OF PALO ALTO
SERVICES FOR THE HOMELES3
1993-1994 SCOPE OF SERVICE. ...
CONTRACTOR shall provide the following services in conformance
with the objec~ives and. requirements of the federal DepartmcJ"lt of
Housing an~ Urban Cevelopment under the Community Development
Block Grant (CDBG) Program and reimbursement of s~ch expendi~ure~
shall be from CDBG funds:
Emeraency Assistance al'l9.~UT'ld~.-tli.."'9 Services for H01'l',e less __ .... ~ .. nq
Very to\( Income Persons
GOAL: Provide access to a comprehensive arr~y of basic em~rge~cy
as~istance services and counseling to 4.500 unduplicated
individuals who are homeless, very low income or -in-crisis"'.
programs include the "Rolling Estates~ drop in center; Arbor Free
Clinic; Food and Clothes Closets; Mail l telephone and message
assistance; bus and shower passes; Rotating Church Shelter,
"Hotel de zin.1c"'; case m.azlagement and payeeship programs; and the
Barker Hotel permanent housing program,
OBJECTIVES:
1. coordinate services and programs of the wRolling Estates
Drop In Center" for indiv"iduala in need. 4.,500 unduplic-3.ted
individuals served in all programs.
2. Administer the rotating chyrch shelter (Hotel de Zink)
program providing shelter for homeless persons. 250 shelter
niqhts.
3. Provide individuals in need with at least one sack of
emergency groceries through the Food Closet. 2 1 50J sacks of
groceries distributed.
4. Provide individuals in need ~ith acce~s to used clothing
through the Clothes Closet. 1000 individuals served.
5. Coordinate the provision of no-cost prepared meals at
various sites throughout the City. 22,DOO ~eals served.
6~ CoordL1ate a payeeship and Ir.oney management program for
ho~eless individuals with disabilities. so individuals
served.
7. Provide intensive short or long-term personalized assistar.ce
to homeless individuals or families including case
management assistance and referral services to ether human
service and mental health agencies. 100 individuals served.
r; ... / f
. !
i
-
_~ __ ""."'ili_'''''~.·" .. ...-....... -.
Salaries
Benefits
Payroll Taxes
Rent
Utilities
Phone
EXHIBIT '8"
URBAN' MINISTRY OF PAW ALTO
Provams Cor the Home .....
1993-1994 CONTRACT BUDGET
Totol Project
Budge(
$200,000
35,700
15,800
5,500
6,000
1,800
8,400
• 2,800
Consultants, Staff Development 1,000
6,000 Audit
Travel
Office Supplies
Equipment
Direct Services
Printing
TOTAL
2,500
1,600
3,500
85,000
1,000
3,000
$379,600
C ont.-act Bud&et
CDBG [ynd5
$47,000
6,000
553,000
1
i
[-
!
~--~-----------
? (
r
OALLMHI!R HiH~_ INS _~.
',0. hs T .... '
c.~ 'r.~tl.". eA '~120-1~S
~1S-M.-.aoa
~,~." ~lft15'rr If p.l, A11,
P 0 ":II 1:11
hh All.
~-~--=~-;:;'-., -
!!: ~!! ... , .. IiSiiii O~"'""" >Ota.~ : --
'A(:Z1U1I1D2
p OIlIn I u.rW:l~ PlCt
'1'10,,.2
1/0llU
'7/01/13
.......
'00 ••••
Cl)4 ;11111 ~I II
1, •• ,,, ,':.. .. :..' ____ -4 __ -'"' •• """'."-"-/0.
i;,:~::r
I"" ",.Mia
.,':',!;' ;.,'
let., " HOt.ClE~ IS ~E.qU'{ NN!iEO AS Jt:CITIClNAL 1~$URlO AS P.E~'ECTS LlAElH.ITY
~~~~~~~"06"~,, ',' ',;';
CITI( OF 'A~O ALTO
EICPtt,uQPI( O..,IE T'"fQfOF. fiE IS~ C~"M' WILl OaAVC,1-R ro
~U -.-tJl._ O,,'SwPIIT lEN"«:ITCE ro I f.ECEIHF1::J1E I-(Jlr:oN,wE_OiOH~
~EF"'.'a1' Hl.\Pt TC 11.'.-.,-5.\.IC).I, Mala SH"'''U*O~ NO oa:O.,hON OR:
IoIA"O, OF ioN" "'NO L."ONT~ COMF,.NY, IT S "r:;c:r."TSO," RE~SC:~ J,rMS. 20$0 -HMtIIlfOH AVENUE
'.LO ALTO, CA ~l01 l!sA~'T!!!N!' ~_!!l!!"'[S~E~RV::!iIC~E~Snrr;§5:~::s;.:~[""~;~!2r/iir7', ~ S r /.
~ .
\
-
-E
.--~---!"-, -
.. -';;." .-,-.
• "'
<?OLlCY NUMBER: ~<.:),1-oJ.. • '---;'<OMMtRCI~l GENERAllIABIlIT'
THIS ENDORSEMENT CHANGES'THE FOLley. PLEAse READ iT CAREFULLY.
ADDITIONAL INSURE0'C:'" MANAGERS OR LESSORS OF
PItEMISES
COMMERCIAL GE.NERAI. LlASlllTYCOvtRAOf PART.
&CItEOULE
1. oe$ignatiQt1 oj P,emiMlI (P,rt LelllHd 10 "OIiIl:
2. Nar11t 0' Pe-rior:-0<" Orgilni.zath:ll" t~~dftioroal Insured): .e.
3. Adc1a,onal Prtlmlum:
(If no ef'ltr)l appearllilbO'¥e, the inlormation required to tOMplete this ~ndor!.ement wr!1 ct' shOllw'1i m tha Dec!ara
tlOns M I!ttpplicable tD this endorsement.)
WHO I S !NS U RE D (StKtiOl1II ) i"$ amendtd to incl:.~ e-.
en In5ur~ the p.~son or oreanlzatil;ln shown i" the
$c.hedula bui only with r,,<oped t(l h<Jbilily eri5:nlll O\,j~
of the ownership, maintenance or use of that Plrt-ol
lht prem;s.es leased 10)'00 br*ld shown in the Schedule
ar"d sut:lject 10 the fOIIQwi,,& add,Uc;nal exduslons:
This in~L.Jrtnc:.e does r"':)! apply 10·
1. Ar,'1 "occurreno;!" ..... "'~ch l3ke5 place a'~er )I"u
C'fDSe 10 ~ a tenant It". thllt premlse~.
2_ s'lructLJf31 ~lteratio"5. new construction or demo
ol:iion c~ration5 performed by or on behalf 01
t!1e pef~on Of organization shown In Ita! Schet:!~
l..lie .
... : CfTY OF PA.l.O ltoLTO
.250-HAAIL':'ON 7\VENU£
: PALO P..t'rO, CI\ 94301
CG ~O 11 1I 85 Copyright, Ins.L.Jra~ce ~er"lc<'!s OHlce. Inc. '964
-
STATE
CO"'~."".AYIO"" INlJu ... "Nce
F.O. 80X 807, SAN FRANC:SCQ, C.e.. 94101·03(}:
FUND CERTIFIC".T£ OF WORK~RS' COMPENSATION INSURANce
r
L
AU~UST 19, 19~ 2
tIT' Of Pol(
ATT~, DA'-4EKE LI~</HL~AN SER"
PO sox 102 5C
PALO Ana t. 94301
~ucv "'UM8E~ 21B-9Z UNiT 0000619
9-1-. 1
Thl5 il to certify Ihlt we t\ihle iSiUed a 'Ialld Worker-i' Com~nulion insun"rl! polk:\I in a lorm ilPPJO .. ed b\' the Cllilcrr.il
lnR.Iran:e CcmmiuiOl1or1'" to t~ employe, nilmed below for thE pOll~'" pe."iod indiUlu~d
r
L
URiAN Ml~IST~Y OF ~AlC A~JO
PO !3.0X 21:!-
PALO ALTO (A 9.302
Ol.D.H1A
EXHIBIT "D"
1993-1994 FEDERAL ASSlIRANCES
BY RECIPIFNT ("GRANTEE") OF
FEDERAL COMMUNITY DEVELOP~!F..NT FLOCK GRANT ("CDBG") FUNDS
A. GRA.'ITEE bereby assure' and cenifies that:
(1) It possesses legal authori~)' to receive federal grant fUTld~ a."d to c3I1)' out the pro
posed program(s) assisted thereby.
(2) Its governing bOO> has ~uly a<:quainted itself with the funds application, inc1uding ail
understandings and asSllr-cJlces contained therein, and directed aJ1d authorized the
person identified as the offid.3l representative of G~'TEE to provide such addition
al information as may be required bereunder.
(3) It consents to accept the jurisdiction of the federal or California courts for L.~e purpose
of enforcemen: of its responsibiLities imposed flereunder.
(4) The proposed program{s} has been developed SO as to give maxjrnum feasible priority
to activities which will benefit low and moderate income persons.
(5) The reoeipl of any program income, as defined io 24 CFlt 570.500(.), as amended,
generated by the use of gr.tnt funds under this Agreement, will be recorded, reported
and returned to tlJe City of Palo Alto ("GRANTOR") in 'CC<lnJarn:" witlJ 24 CFR
570.504, as amended.
(6) It will comply with the provision. sct forth in 24 CPR 85.43 and 24 CFR 85.44
regarding the suspension or iCnnL."'Jation of a grant agreement for cause or COD\'e
nience.
(7) It 1lt,'il1 maintain and retain all books, OOcu.ments. pape~. flnancial, or other records
whicb are pertinent to the grant foc a period of nO( iess than three (3) years following
the expiration of tltis Agreement. GRANTEE will allow GRANrOR and the U.S.
Department of Housing:: and Urban Development, through any autboriz.od repre.senta
tives, access to sucn documents. p:JpeTS and records.
{S) U GRANTEE is a primarily religious entity, in connection wit}] the pro .... ision of
service.s required under this Agreement, GRANTEE agf'.!es to comply with federal
regulations specified in 24 CPR 570.20O(j). GRA."<TEE further:
(a) will not discriminate against any employee or applicant for employment on the
basis of religion and will not limit employment or give rrefcrence in employ
ment to persons or. the basis of religion:
7"'t ..•.... , ','---l"
'.--" . . 1 ~ ,.-. ' .
-' .
f , .
-
.. ------~------
, .
~.
(DJ wiD nll( discriminate again!>! any person apply;ng for stich s.er..'ice~ on the basis
of religiun and ..... ill 00{ limit slxb services 0; give preference to person!> on the
basis of religion;
(c) witl pruvlde no reHgious instruction or counse:ing, conduct no religiOUS
worship or service~, engage in no religious pnnclytizirlg. and exert no other
religious tnflueoce in the provlsion of such ser.kes~ and
(d) will er.sure that the portion of GR-u..'TEE's facility used to provide L1e
st:rvices shall cOMain no religiDus symbols or J'ecorations, other than those
permanently affixed to or a.."'(: part of the structure.
B. GRANTEE also hereby assures tllat it shall:
(1) Comply with the nondiscrimination provisions of public 14w 88-352 (Title VI of the
Civil Righu Act of 1964), and the fair housing provisions of pl.!blic law 90-284 (Title
VIII of [be Chi! Right' Act of 1968) and Exe<utive Order 11063, as amendo.! by
Executive Order 12259, with respect to sale, lease or lo<lnsfer of rand acqu[;ed,
cleared or improved with granf assistance.
(2) Comply with the provisioos of Section 109 of Title I of the Housing and CDmm unity
Development Act of 1974 which prohlbit discrimination,
(3) Comply with the Fair Housing Act of 1989 (42 USC 3601·20). w~jcb prohibits
discriminatory housing practices based on race, color, religion, sex, national origin,
dlAAbility or familial Slatus.
(4) Comply with tile Da\lis-Bacon Act, as. amended, Federal Labor Standards provi:.kms
with re.spect to ail conSL.'"\K.tion -contracts. in ex.:e:.s of Two ThOu.sand' DoUa.P.> {S,2,1'X>O).
(5) Comply with the requirement of the Flood Disaster Protection Act 8f 1973 and the:
National Flood In~mrance Act of 1968 appl.icable to a~uis.itio[l (ir construction
projects.
(6) Comply with the .relocation aJld displacement requiretnents of the Uniform Retocation
Ass.istance and Real Property Acquisition Policies Act (If 1 Y70, ::Is, amended.
(7) Comply with provtsions of E>:ecutive Order 11246, as amended by Executive Orders
1137:5 a.lld 12086, on equal employment opportunities and affinnative action re1ati,"e
to f'lnployees and applicants and nonexempt contracrs and subcontracts.
(8) Comply with 42 USC 4831(b). and 24 CFR 570.608 and 24 CFR Part 35 of the HUD
regulations, prohibiting the use of lead-based paint in the cons.truction or rehabilitation
of residential sL"'1...Ictures.
2
L
, .
-
(9) Comply with the provis.[ons of:4 CFR Part 24 wrJch prohibit the util:zallon of
debarred, suspended, or ineligible wntrJctors or subrecipients.
(10) Comply w1th the unifonn adminis.tra11· ... i! rcquLf'Cments and .;.ost principals of 24 CFR
Part 85 and OMB circulan A-S7, A-liD, A-122, and A-128 and .0.-133 as !~ey relate
to the accepwKe and USP.; of fede,ra) funds b)' nonprofit organizatic-m, and as other·
wise may be required under 24 CFR 570,502, as amended,
(II) Comply with the requu"men" of 24 CFR 85,36 and OMB circular A-110 willi
respo.."1. to conflict of interest, and as otherwise may be required under 24 CFR
570,611, as amended,
(12) Comply with th< provisions of the Hatch Act which prohibit th< use of federal funds
for iobbying activities.
(13) Comply with Section 319 of public law 101-121, whkh generally prohibits recipients
of federal c,ontracts, grants or loans from using appropriated funds for lobb)'ing the
executive or the legislative branches of the federal govcmment in connectivn with a
specific contract, grant or loan. AcconiiJ1g1y. GRANTEE hereby certifie·s to Ihc be-St
of its knowledge and belief, L'>at:
(.) No federal appropriated funds have been paid or will be paid, by or on behalf
of GRANTEE, to any perscn for influe,ncing or attempting to irJluence. 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 l..i conno.:
lion with U>e .warning of any federal contract, the making of any federal
grant, the making of any federal loan, the entering into of any cooperative
agreement, or the e'Xtel'lsion, continuation, renewal, amendment, or modifica
ti~!} of any federal co~tract, gran::, loan, or cooperative agreement; and
(b) If any funds other tba.'1 federal appropriated funds ha .... e been paid or will be
paid to any person for influencing or attemptl[1g to influence an offi~·.cr or
employee of any agency, a Member of Congress, an officer or empluyee of
Congress, or an employee of a "'{ember of Congress in con..,ection with thi.;
federel contIact, grant, loan Of cooperntive agreement, GRANTEE shall
complete and :rubmit Standard fonn-UL, "=Iosure Fo= to ~n Lobb)'
ing" in acwrdance witll its i1lstructlons.
(14) Comply with the Age Discrimination Act of 1975, as amended, which states that no
persons in the United States shall, on the basis of age, be denied the benefLts of, or be
subj~"'1ed to discrimination under, any program or acdvity receiving federal financial
assistance.
(15) Comply with Section 504 of the Rehabilltation Act of 1973, ~'hicb prohibits discrimi
nation against people wirh disabilities in aTly federally assi.~ted program.
3
.\
:: '
!
; ,
f'
"
-
.' &t~~~.~·
~,';';~':'~.'
1': -.>x~:---
:~'~;f~:" ,
{l6) Comply with the American~ Vw'~th Disabi!nies Act of 1990, as amended, and imple
menting regulations when pl)bli~hed.
(17) Trarufer to GRA.lI"j""TOR any CDBG funds on hand, and any account.;; receivable
attnoutable to the use of CDBG funds, at the time of expirat.ion of [his Agreement.
In addition, GRA"N'TEE shall ensure that any real property l.mder GR..A).,~· 5
COtltrol that ""as acquired or improved in whole or in part with CDBG funds in excess
of S25,000 is either:
(a) used 10 meet one of the national oojeo.."iives in 24 CPR 570.208 until five years
after expiration .of this Agreement, or for such longer period of time as
deteTIllincd approptWe hereunder by GRANTOR; or
(b) is disposed of in a manner which results in GRM"TOR being reimbursed in
the amount of the then current falr maJ'ket + ... alue of the property less any
portion thereof attnoutable 10 expenditures of non·CDBG funds for acquisition
of, or improvement te. the property.
4
9,l{;(.Q8 lole ?OSOOO I