HomeMy WebLinkAbout0333.09411,
June 16. 1994
THE HONORABLE CITY COUNCIL
Palo Alto, California
APPROVAL OF FISCAL YEAR 1994-1995 AGREEMENTS WITS PALO ALTO
l!Ql!IUHlL!;QJ!J'9RATION ANP URB/IN MINISTI!Y OF PAM ALTO
f<iernbero of the council ~
16
Council action is requested to approve the attached t'l.'O
agreements between the City of Palo Alto and Palo Alto Hvusing
Corporation (P.~lIC) and one agreement between the City and Ut-ban
Ministry of Palo Alto.
l!ACKGROIllill
On Moy 16, 1994, the City Council approved funding for the 1994-
1995 Community Development Block G.rant (CDBG) Program. Included
in the funding allocations were $.37,000 for Palo Alto Housing
Corporation' 9 affordable housing information and refe:t.'ral and
related services; $345,000 for expenses related to the
acquisition and rehabilitation of Arastradero Park Apartments by
PARe, and $54,000 for the services provided by Urban Ministry for
the homeless population.
PbHC CONTRACT FOJLHQUSING SERVICES
This agreement, in the amount of $97,000, includes $37,000 for
the affordable housing information and referral services funded
with CDBG funds, ao Nell as $60,000 to be paid from Housing
Reserve funds for administration of rentals and Bales of hcuBing
units in the City's Below Market Rate (BMR) program, The $60,000
represents an increase of $10 1 000 over the 1993-1994 agreement
amount of $50,000 .. due to an increase in the activity in this
program. The agreement includes a Scope of Services de8cribing
program goals and objectives and a progl"am budget.
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ARaQII!lIIlllruLP~
This agreement provideD PAHC with $20,000 of the total. $345,000
allocated for P¥ 94-95 for expenses in connection with the
prop.osed acquisition of the 65 unit Araetradero Park Apartments
under HOD's Low lncome Housing Preservation and Reeident
Ho:neownerelllp Act of 1990 (LIHPRHA or Title VI). Funds may be
used f01' preacquisition costs ouch as consultants .. inspectiolls 1
legal tees, environmental te8ts~ financing studies and PANe' B
project administration and overhead to the extent that such costs
are not L"eimbureable under the $1l5~OOO Technical Aasistance
Grant,that PAHC has obtained from HUD. This agreement is being
bxought to Coun.cil fOL' appL"oval since it io an integral part of
tho, ml.lch la-rger project.
PAHC has fOl:med a new nonprofit entity, the ArastraJero Park
Apat:Unents CO}'P9ration (APAC~, which will actually purchase the
(;oo,plcx. This new nonpl-ofit organization has been formed under
HUD regulations as a ·CorrrJ.\unitj' Based Org(lnization" (CBO) , The
board of directol-s consists of lh'O tenants and three member9
appointed by the PAHC bo,u-d. PAUC is acting as the agent and
Gtaff for the new ent ity.
T}le pUL"chase contract for the complex was executed on May 1,
1994; ,'wd escrow is scheduled to close by March 1, 1995. 'l'he
tot{~l purchase price (which was determined by HUD's, appraisal) is
$7,029,00(1. The purchase wi II b2 financed by assumption of the
oeller~s -existing mortgage of about: $1 million r a new federally
insured loan of about $5.7 million, and about $300,000 in
requiL'ed buyer's equity, from City COBO funds" Funds needed for
rehabilitation will be financed separately hy HUD, HUD also
provideD rental asoistance for eligible low income tenants. PAHC
is px"escntly conducting inspections of the property. A plan fOl
tha l-.(!habi 1 itation .... 'Ol"k~ financing and rental subsidies is due to
BUD by August 1,)94. However, it may be ea-(ly 1995 before the
City wi 11 know if the mm assistance will be sufficient to make
the-p)'-oject feasible or if additional funds will be necessary.
The agreement with Urban Hinistry is for services provided to the
local v""ry low income or homeless pop1Jlation, The $54.000
:n:;opresonte. a 2 percent increase over the 1993/94 funding level.
Services include staffing of the drop-in cent_er. case management
assistance, money payeeship, administration of the rotating
church she:lter program, the clothes closet and the food closet.
7he agreement includes a Scope or services describing program
goa1.o and a program budget.
CMRi333,94
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ENYIR0NIrn!TlIL REVIll!!
For purposes of the California Bnvironmental Qu~lity Act (CEQ1\),
the activities covered by these agl:eemento are cla88ifi~d as
categorically .exempt. For put-pcioeo of the National Environmental
Policy Act (N~PA), the activities are classified as exempt.
Staff recommends that the City Coune!'l ilpprove and authorize the
Mayor to execut{) the attnch'!!d aqreerr.ents hetween the City of Palo
Alto and Palo Alto Housing Corporation, and the City of Palo Alto
and Urban Minist).-y of Palo Alto for fiscal yeat" 1994-1995.
Re,fJpectfully submitted.
I ...... y/lo/, (./
~/<..( -:I~I,-,_~_<-_~ I'.{,"" ;: -l < r .J
SUZANNE RICHARDS .
CDBO Coordinator
~y '-PIJ/,
M'l'!1&.A /1 4?fl;u<M-
KBNNETH R. SCHR8IBBR ;/'
Director~ Planning and
Corr,munity Envi:ronfl'1eHt
Attachments:
wt~Mit~gJ
CATUERIN& SIEGEL
Housing Coordinator
1. Agreement with Pal(, Alto HouERing Corporation for Hou&ing
Information and Referral and Below Ma).'ket Houoing Program
Administration
2. Agreement with Palo Alto UousJllg Corporation for Expenses
Related to the Acquisition and Rehabilitation of the
Arastradcro Pak'k Apartments
3. Agreement with Ul'ban Ministry ot Palo A.lto
cc: COBG Citizeno .'dvisory Committee
Palo Alto Housing COl'poration
Urban Ministry of Palo Alto
Cf.!R,333 ,94
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BE1'WUN 'l'llE CITY OF PALO ALTO AND
TUB PALO ALTO BpOSING CORPORATION
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Al'TAt:IIMENT 1
FOR GRANT OP CERTAIN PRK-ACQOISITrOll BXPElISRS
RELATED TO THE ACQUISITION AND REHABILITATION
OF THE AiWl1'RAOI!RO PAA.<: APAR"mRllTS
THIS AGRB&MBNT is made and entel.-ed illto on the _______ . day
of , 1991\, by and between the CIT .... OF PALO
ALTO, a municipal corporation (the ·CITY·), and the PALO ALTO
HOUS1NG CORPORATION, INC., a Cal ifornia nonprOfit corporat ion
organized and existing by virtue of the laws of the State-of
California ("CONTRACTOR-).
WIT NBS S B T a ,
WHEREAS, CONTRACTOR has applied to CITY for assistance
with certain pre-acquisit:i.on expenses related to the acquisition
and rehabilitation , by a contnunity-based nonprofit entity sponsor~d
by CONTRACTOR, of the 6S-unit, low income rental housing
development located at 574 Arastrade.l"o Road, within the City o(
Palo Alto, commonly referred to herein as the ·l\l"('Istrad(:!l."o Park
Apartments" or the IIdevelopment.-j and
WHERHAS. the acquisition of the Arastradcro Pad.:
Apartments ""ould be primarily funded under tha federal Department
of Housing and urban Development. (-HUJ)-) Low Income HoutJing
Preservation and Resident Homeownership Act of 1990 {-LIUPRHA· 0)."
~Title vr~}; and
WHEREAS, pursuant to the provisions of Title I of the
Housing and Corrrnunity Development Act of 1974. as amended, CITY has
appropriated Corrnnunity Development Block. Grant (~CDBG") lunds in
its fiscal year 1,94 -1995 budget for the purpose of assist.ing
CONTRACTOR with those costs not covered 'by Title VI, to acquire and
rehabilitate the Arastradero Park Apartments for the puq)ose of
preserving the development as rental housing affordable to low and
very low income famili.es j and
WHEREAS I acquisition of the Arastradero Park Apartments
by a community·based nonpro(it entity would prevent the loss of a
significant number of existing rental housing units affordable to
very low, low and moderate income households and prevent
displacement of the CUl."rent residents of the development; and
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WHERE1\.S, the preservatio:i1 of the devE.'lopment through
acquisition by a community-based nonprofit entity is an eligible
activity under the CDnG Program, and is a priority objective for
this fiscal year as stated in the CI'l.'Y' 8 apPt'oved Comprehensive
Housing Affo):"dability Strategy ("CRAS"); and
WHEREAS, the HUD Technical Assistance Gra.nt ("TAG") I
Which has been awarded to CONTRACTOR, is not expected to cover th~
entire cost of CONTRACTOR'S dit,'cct expensE!s and administrative
costs related to the acquisition of the development, including
certain pre~acql.\isition expenses; and
WHEREAS, CITY desires to provide CDBG funds to CONTRACTOR
tor those pre~acquisition expenses necessary for the acquisition
and rehabilitation of the Arastradero Park: Apcu_"tments which are not
re:S.mbursable by HUn under the TAG;
NOW, THEREFORE, in consideration of the mutual covenants
and agreements specified herein. and subject to its tenns and
provisions, the parties t.o this Agreement agree as follows;
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The City ~anager shall be the representative of CITY for
all purposes under this Agreement. CITY'S Director of Planning and
Community Environment is designated as the Project Manager and he
or his designee shall supervise the progress and execution of this
Agreement for CITY.
1. 2 QLNTRACTQR
The Executive Director of PAHC all9.1l be the
representative of PAHC for all purposes under this Agreement, The
Bxecutive Director of PAHC is also c;lesignated as the Proj ect",
Director and .shall supe'rvise the progress and execution of this
Agreement.
The purpose of this Agreement is to set forth the
respective duties and responsibilities of CITY and CONTRACTOR with
respect to CONTRACTOR's pre-acquisition activities related to the
acquisition and rehabilitation by a comrrmnit}-'-based nonprofit
entity sponsored by CONTRACTOR o'f the Arastradero Park Apartments,
hereinafte-r referred to as the 11 Project. ~
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CITY shall grant CONTRACTOR the sum of Twenty 'rho'.l!:land
Dollars ($20,000), to be used by CONTRACTOR in acco~dance with the
tell1:.9 of this Agreement and all applicable laws. With funds
provided under this Ag.reement, CON'rRAC'l'OR shall pay for p.l'e
a<::quieiti'on expellses for the Project, including, but". not. limited
to, consull;ant fees, inspections, legal fees, environmental and
toxic studh~s and tests, financing 'plans and application costs, and
CONTRACTOR'S pl.'oject administration and overhead and other pre
acquisition expenses which are reasonable and necessary but which
are not reimbursable under the TAG.
CON'rRACTOR s)lall further secure the necessary financing
ancj subsidies that will permit the Arastradero Park Apartments to
btl acquired, operated and maintained as a rental housing facility
fOl' occllpancy by families of moderate~ low and very 10\1{ incomes at
affordable rents as defined by federal regulations for the Title VI
program for at least the maximum term allowed by HUD. Within one
(1) yea 1.-of its acquisit.ion, over fifty one percent (51%) of the
units in the development shall be occupied by households whose
incomes do not exceed t.he HUD definiticn of low income for the CDBG
pt"ogram.
The term of thilJ Agreement shall commence on July 1,
19!i4. and shall terminate on ,June 30, 1995. The term may be
extended for an addit".ional period not to exceed one', {l) year, but
such extension shall be granted on behalf of CITY by the Project
l-!anager only upon the submission of written evidence, acceptable to
the project ~4nager, that reasonable progress of the acquisition of
the Al'astrade1:o Park Apartments has been made by CO!ffRACTOR.
In the event that CONTRACl'OR cannot complete the Project
dL~~ to the unavailability or denial of necessary financing, or due
to other circumstances beyond CONTRACTOR's control, ~s determined
by the Project Manager, then this Agt'eement shall terminate and no
repayment shall be required of any funds provided under this
Agreement.
Notwithstanding the foregOing, either party may terminat.e
this Agreement for convenience~ in accordance with 24 CFR'part 85,
Section 85.44. CITY may also immediately suspend or tErminate this
Agreement,. in whole or in part, if CONTRACTOR materially fails to
comply with any term of this Agreement, or with any of the rules,
regulations or provisions r-cferred to herein. In s\lch event, C1T'l
rray also pursue any other remedies provided by law, including those
specified under 24 CFR Part. 85, Section 85.43.
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.sllcr!.QJLS~~.:~_£&QY.liLQJLQLJ'_UNDS
S. 1 . ~cr..lI!::QllliI
The ~x:l.mum amunt payable under this Agreement for pre~
dovclOpfr.ent expenses_ shiHl be Twenty Thousand Dollars ($20,000) in
CDEG f~nda~ In the event. for any reason, the: amount payable by
CONTRACTOR to any 3,'ud all Soufcef;j: for such expenses exceeds the sum
of 'lYenty Thousan" Dollars ($20,000), CONTRACTOR uhall be solely
re9pOnsibl~ to pay all such amountS in excess of said sum.
payment hy ('11'], shall be made on a l"eim.'tJursement basis.
based on actual costs incurred and ~'\io by CO~n~~ACTOR up to the
ma.x!£Imm sum of 1went.y Thousand Dolla:t:9 ($20.000). Prior t.o
requesting reiL.-:.bu:t.'acrt.ent. t'ONrRAC"{()R shall submit to CITV copies of
all of its contractG and subcontracts for work in connection with
the project undQ'C this Agr:-eement. Said c.ontract-s shall clearly
state the ... ;ork to be PE'1'.fOl11lCd and the hasis of paymerlt. All such
costs shall be reasonable. and necessat-y in order to acquire the
Ilol'astradero Park. Apartrr,ents, secure financing and complete the
rehabilitation of the development. The Project Manager xeserves
the right. to disallow .un}' cost not approved in advance.
Requests for reimbursement shall be made according to
CITY procedures. tiith each reimhursement request, 'CONTRACl' shall
certity .in writing that the 9tH.vices have bCeln satisfactorily
performed, t~at the payP'..snt:o are in acconJance with the applicable
contracts and subcontracts, t.Oat all funds were expended on behalf
of and exclu~ively tor the acquisition of the 1\rastradero Park
Ap.aortmenta:, and that the costEl are not reimbursable und~r the TAG.
SJl~ . PBOGRl\SS REP9RIS.
CONJRJ\C'1'bR shall submit monthly progress reports to CITY
descr.i~ing the statutt of the project. a.nd the work accomplished
during the period covered by the repOl:.-t.
CONTRACTOR shall comply with the additional t{!}."ffiS and
conditions of this Agreement and the federal assur.cnlces set forth
in Exhibits AA'" a~d ASA! respectively. both of which exhibits are
attaclled llereto and illCOl'-pOl.'ated herein by this reference.
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All notices under this Agreement shall bn given in
h'ritin9~ postagp. prepaid, to the !olloW'ing representatives:
CITY:
CONTRACTOR,
Director, Department of Planning and
COffIr,uni ty Knvi rOrur.cnt
250 Hamilton Avenue
~alo Alto,. CA 94301
(US) 329 ·2441
FAX, (415) n9·2240
Executive Director
PAW ALTO HOUSI/IG CORpORATION
540 cowper Street. Suite 201
Palo Alto, CA 94301
(415) 321· 9709
FAX, (415) 321· 4H1
CONTRACTOR shall Tl\a;1ntain on a current basis co::~plete
records~ including books of original entt"y r source document:R
supporting accountlng t:t:ansact!OJl9~ service recol"ds. a gellel"al
ledger. cancelled checks, time oheets, and ~e!ated dOCt~~nts and
records to aS8~~re proper accounting of ftii1ds and pe-rtol"TMIlCe of the
terms of this Agreement. CONTRACTOR shall furni sh any and all
information and reports which may be requited by CITY ahd HUn in
connection with this Agreement. CO~l1'RActO'R sli{'lll fllrthet-permit
access to its books, records and accounts by the ~epresentativeB
and employees of CITY and HUD dur-ing regulal' business hours, for
the purpose of investigation or audit to ascortain c~npli&nce with
all applicable laws, regulations. niles anll o~,or8 and for the
purpose of evaluating and monitoring CONTRACTOR's co«~liRnce with
the provisions of l:hie Agreement. All -such records shall be
retained by CONTRACTOR and ma<le av.1l<lble to CITY and HUD upon
request for ravie ..... or audit fOi: a period of at least three (3)
years following the tennination of this Agreement,.
SECTIQN 1Q . .£ROOBAM INCOHI:
l'rogram income is defined under the laws and regulations
governing' the CDBG program. including Ullder 24 CFR Section
570.500(a). CONTRACTOR shall maintain separate accounting records
and bank accounts for any program inco.one gE.'nerat".ed unde:t' this
Agreement or from the Project. CONTRActoR shall report and return
all program income generated under this A.gI'eement or from the
project to CITY in accordance -with all COSO ~nd HUD laws and
regulations I including but not limited to those set forth at 24 CFR
Section 570.504, as amended.
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SBCTION 11 • tlNIFORM JlDMINLtl.RlITI'IE REOU1RB.I1.~~:r~
In connection with t.he terms of this A9reemeJlt~
CONTRACTOR shall comply with the Uniform Administrative
Requirements for Nonprofit Organizations COMB Cil'cular 11.·1 to and
attachments) I Cost Principles for Nonprofit Or9aniz(I,tiollS (o.'ID
Cfrcular A-122 and attachments). the troD ·corrcnon rule ll set forth in
24 CFR Par.t 85, Audit Circulars A-128 and A-133. and any other
applicable federal ragulations described in 24 CFR Part 570. as
amended.
Not.withstanding any provisions of this A.greement to the
contrary. the provisiolls hereof are subordinate to all cm:rent and
future applicable 1a· .... 8, CDBG and other applicable regulations and
related }IUD administrative requirements. !n the event of any
conflict between the provl.s.l.ons of this AgL"eernent and the
provisions of any current and future applicable laws, CDBG and
other applicable regulations or related HUD administ rat ive
requirements, the lal-'9, regulations or related aruninistrative
requirements shall control.
CONTRACTOR covenants that it shall comply with the
provisions of 24 CPR Section 570.611, as amended l concel-n'ing
conflicts of interest. Specifically, except for tJ,le use of cnB(j
funds to pay salaries and other related adrl"linistr.utivQ or personnel
costs, no person who is an employee, agent, consultant, office:r.-or
official of CONTRACTOR who exercises or has exercis€.d any functions
or responsibilities concerning the activities under this Agreement.
or who is in a pOSition to participate in a decisionmakihg process
or gain inside infornation with regard to such activities~ may
obtain a personal oz..' financial interest or benefit from any such
activity ~ or have an interest in any' contract. subcontract. 01-
agreement with respect th~reto, or the proceeds thereunder, eithet'
for him or herself or for those with whom he or she has family or
business ties, during his or her tenure or for one year thereafter.
CONTRACTOR fUrther covenants that it pl:escntly has no
interest and shall not acquire any interest, direct or indirect,
financial or otherwise, which would conflict in any manner or
degr'ee with the perfonnance of the sexvicea hereunder. CONTRl!.C'l'OR
also covenants that. in the performance of this Agreement. no
subcontractor or person having such interest shall he employed by
CON'l.'RAC'fOR. In addition, CONl'.RJ\CTOR certifies that 110 aile who has
or will have' any financial interest under this Agreement is an
officer or employee of CITY.
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The terms of this Agreement shall
t.o crea.te a paitnership/, joint VEJlture
relationship b~twee!l CITY and CONTRACTOR.
in no way be construed
or any other jOint
l!I'CTION 15 UlMPJlliilll.N'r CONTRACTOR
CONTRACTOR, its employees, officers, and agents are
independent contractors and not employees of CITY. Furthermore.
CO~~tRAcToR and its officers, agents, and employees shall at no time
represent themselves to be or hold themselves out as employees,
agents or other than independent contractors of C7.TY.
~6 . ASSIGNMENT PROHIBIT/ill
This Agreement is for the pel"sonal services of CON1.'RACTOR
and ahall not be assigned without the express prior written consent
of CITY. to be evidencGd by resolution of the City Council. Any
attempt to do 90 otherwise shall be void.
Ii~ON 17 . AGREeMENT B!N!lltKi
The tel~S, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, Ru~ceBsorSr executors,
adm.lnistrators, assigns, and subcontractors of both parties.
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No payment, part-ial payment, acceptance, or partial
acceptance by CITY shall operate as a waiver on the part of CITY of
any of its rights under this Agreement.
SECTION 19 -COSTS AND.~RNEYS' FSRS
The prevailing party in any action brought to enforce the
terms of this Agreement f)r arising out of this Agreement may
recover its reasonable costs and attorneys' fees expended in
connect.ion with such an action from the other party.
S BCTION 2 Q • lWL CO.Ylll!ANTS ARE CONQlliQNS
All pr_ovisions of this Agreement a're expressly made
conditions.
This document represents the entire agreement between
CITY and CONTRACTOR and supersedes all priolo negotiations,
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representationaj alld agreements concerning the subject matter of
this Agreement,
This document rMy be amended only by written inst:rument,
sl.gnod by both CITY and CONTRACTOR,
Time is of the essence of this Agreement.
IN Wl'rNESS W1UiREOF, the parties have executed this
AGRHF~NT on the date first above written.
],J'PP.OVl!lJ AS TO PORM,
APPROVRD,
DIrector of Planning-an-d-
Co:rmunity Rnvironment
cit), Auditor
8
CITY OP PALO ALTO
Mayor
PALO~TO HOl1S~N,(;)ORPORA~
By: ~~ M/'
r;-,arlene1f~Pl:ende t --
8xecutive Dfrecto
At tachmenta :
Exhibit 'A':
Bxhibit 'IB':
EXh'ibit ·e':
;
Additional Terms and Conditions
Federal Assurances
Insurance R~quirements
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EXHIBIT "Air
J\I)OITIONAL TERMS MID COllDITIOHS
A. Nonprofit stat~
B.
c.
CONTRACTOR shall maintain its nonprof it corpOL-at~ status as
defined by california Corporations Code Section SOGO, AS
amended, dur.tng the term of this Agreement.
Indomnific&tiOIl
CONTRACTOR shall protect I indemnify. defend and hold h.Hmless
CITY from and against any and all claims. actions, slJits.
liability, charges. and judgments whatsoever that arise out
of, or are caused by, COI'c'"1'RACTOR' B perfo~nce 01'
nonperformance of the services or subj ect mat let: callB'd (Ot' in
this Agreement:.
CONTRACroR at its sole cost shall at all times. dUl"ing the
term of this Agreement, maintatn cor.-tI)rehensivc ge11cr.n.l
liability, autom.obile liability and pet:sonal injUl.:Y and
propct"ty insul'ance with per occurrence limits of not less th~n
One !o1illion Dollars C$l~ 000, 000), insuring against all
liability of CONTRACTOR and its authorized reprE:sl::ntat:ives
at'iBing out of or in connection with CONTRJ\(.j()R~8 perfOl1l:'laI~Ce
or failure to perform under this Agl-eerrl.Cnt, CO?1"'TRA:Cl'CR. shall
also maintain workers' compensation insurance \\9 requir€d by
la .... ,. Such insurance shall insure perfol1'nance b~~ CON'fRAC'l'OR of
th~ indemnity provisions of Sectior. B of the Additional 'fenns
and Conditions hereof. CrTi', its officers. agents and
employees, shall be named as additional insureds under the
policy or policies. If said policy or policies are cancelled
or changed q.~ring the term of thIs Agreement"_ in sl.lch a manner
as affects this coverage, thirty (.30) days advance wt"it ten
notice thereof shall be provided t:o Cl'I'Y. CONTRACtoR shall
deliver certificates of insurance eviQ:encing all such cOVin-age
in a fonn satisfact·ory to crTY~9 Risk l-!anagEH" prior to
execution of t.his Agreement, Such certificates stlall be
attached to this Agreement as Exhibit ·C· and shall be
incorpornted herein by this reference.
D. Oth~~qui rem.en t~
1. CONTRACTOR shall document all costs by maintaining
complete and accurate records of all firlancial
transactions~ including. but not limited to, conlr.'l.cts,
invoices, time cards, cash receipts, vouchers I cancelled
checks~ hank statements~ and/or other official
documentat.ion evidencing in proper det_ail the nature and
propriety of all charges.
2. CON'l'RACToR shall be liable for the repayment of
disallowed costs. Disallowed costs may be identified
thl.'ough audits, monitoring, or other sources. CONTRACTOR
shall be afforded the opportunity to respond to any
adverse findings which may lead to a determination of
disallowed costs. CITY shall make the final
deterrninaticn of. disallowed costs.
3, CONTRACTOR agrees that l at any time during nOl'.1M.l
business hours, and as often as rray be deemed necessary,
CITY amd/or any duly authorized representativeR shall,
until expiration of: (a' three {3} years after final
payment under this Agreementi or {b) such longer period
as may be prescribed, have access to and the right to
examine all of its records with respect to all m.a.tters
covered by' this Agreement. CONTPACTOR also agrees that
CITY/ or any duly authorized representatives/ have the
right to audit, examine and make excerpts or transcripts
of and from, such records/ and to !'(lake audits of all
contracts and subcontracts, invoices~ payrolls, recOl:ds
of personnel, conditions of employment r materi:lls and all
other data relating to matters covered by this Agreement.
1. This 1-.greement shall not be construed or deemed to be an
agreement for the benefit of any third party or parties,
and no third party or parties shall have any claim or
right of action hereunde:t' for any cause. whatsoever.
2. In case anyone or If.ore of the provisipns 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.
3. Under no circumstances 'shall CONTRACTOR have the
authority or power to pledge the credit of CITY or. incur
any obligation in the name o~ CITY,
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III
(2)
(3)
EXHIBIT "B"
FRDERAL ASSURANCES
CONTRACTOR hereby assures and certifies that~
It poaS-38SCa legal authority to receive fedet'al grant funds
and to carry out the proposed program(s) asoisted thereby_
Its governing body has duly acquainted itself with the funds
anplicatioll, including all understandings and assuranc€s
contained tharein l and directed and authorized the person
identified as the off:lcial representative of, CO~ttrRACTOR to
provide Buch additional information as may be required
hereunder.
It consonts to accept t.he jurisdiction of the federal Ot
Cal ifornia courts for the purpose o( enforcement of ,its
responsibilities imposed hereunder.
(~) The proposed program (s) has been developed so as to give
maximum feasible priority to activities , ... hich wi 11 benefit low
and moderate income persons.
(5)
(6)
(7)
(9)
The receipt of any program income. as defined in 24 CFR
570.500{a) , as amended, gellarated by the use of grant funds
under this Agreement, will be recorded, reported and returned
to the City of Palo Alto ("GRAN':fOR") in accordance with 24 CFR
57fl.S04, as amended.
It will comply with the: provisions set forth i~ 24 CFR 85.43
and 24 CFR 85.44 regarding the suspension or termination of a
gl.'ant agrp.ernent for caUBe or convenienc.:e.
It will oointain and l,"etain all books, documents, papers,
financial, or <:Ither records which are pertinent to the grant
for a period Of not less than three () 'years following the
expil:ation of this Agreement. COl'fI'RACTOR will allow GRANTOR
and the U.S. D2partment of Housing and Urban Development,
through any authorized rf!presentatives, access to such
dOCUfl".ents, papers and records.
If CONTRACTOR is a primarily religious entity I in connection
with the provision of services required under this Agreement,
CONTRACTOR agrees to comply with federal regulations specified
in 24 eFR 570.200Ij). CONTRACTOR further:
(a) will not discriminate against any employee or applicant
for employment on the basis of reI igion and will not
limit employrnant or give preference in employrilent to
persons on the basis of religion;
'bl will not discriminate against any person applying for
such services on the basis of religion and will not limit
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such services or give preference to pe:..'sons on the basis
of religion;
Ie) will provide no religious inst.L"uction or counsel ing,
conduct no reI igiou$ 'Worship or services, engage in no
religious proselytizing, and exert no other religious
influence in the provision of such services; and
Cd) will ensure that the portion of CONTRACTOR"s facility
used to provide the services shall contain no religious
symbols or ,d~orfltionB f other than those permanently
aff~xed to or are pa:..'t of the stl-uctllre.
B. CON"fRACTOR also hereby assures tha.t it a_hall:
(1) COOlply with the n('lndiscrimination pt:ovisions Of public law 88·
352 (Title VI of the Civil Rights Act of 1964), and the fair
houoing provisio09 ot public law 90·284 (Title VIII of the
Civi'l Right.s Act of 1968) and Executive Order 11063, as
?.J'T\ended by Executive Ordcl.' 12'259, with reepec;t to sale, lease
o:t' transfer of land acq\lired. cl(?ared or improved with grant
assistance.
(2) Comply With the provisiolls of Section 109 of Tit le I of the
Housing and CooYr;unity Development Act of 1974 which pl::ohibit
d1eCl"h\iuation.
(3) Coreply with the Fair Housing Act of 1989 (42 USC 3601-20),
14"hich pt"oh:lbltB discrimillatory housing pz'actices based on
race, color, religion, sex, national origin~ disability or
familial status.
(l) Comply with the O-."ivi8~Racon Act, as amended, Federal Labor
Stft;ndards provisions with l"eSpect to all construction
. contracts in excess of Two 'l'housand Dollars ($2,000).
(5)
(6)
(7)
CO!;"nply 'With the r~iremcnt of the Flood Disaster Protection
Act of 1973 and the National Flood Insurance Act of 1968
applicable to acquisition 0)," contJt,ructiol) projects.
Comply "'lth ,the relocation and displacement requirements of
the uniform _Relocation Assistance and Real property
Acquisition Policios A~t of 1970, as amended.
Comply with provisions of Executive Order 11246, as amended by
Executive Ordel."s 113'J5 and 12086. on equal employment
opport.unities and affinna.tive action relative to employees and
applicants and nonexempt contracts and subcontracts.
(6) Comply with 42 USC 4831(b), and 24 CFR 570.608 ano. 24 em Part
35 of the HUD regulations, prohibiting the use of l(?ad~based
paint in the construction or rehabilitation of residential
structures.
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(9) CClN1ply with. the provisions of 24
the utilizat.ion of debarred,
contractors or Bubrecipients.
CFR Part 21 whicll prohibit
suspended, or inel igible
flO) Comply wIth" the unifonn administrative reqtlil-enlents end cost
principals of 24: CIo'R Part 95 -Z\nd OHB cirot;olars A-81, A·ilO. A-
122, and A-128 and A-133 as they relate to the <:cceptance and
use of federal funds by nonprofit or9anizatiolls. and '.os other
wise may be requi~ed under 24 CFR 570.502, 3$ amended.
(ttl Comply with the requil:ement9 of. 24 eFR 85.36 and <W...8 circular
A-110 with respect. to conflict of interest. and as otherwise
may be required under 24 CFR S'/O.611. as rur,endcd,
(12) Comply with the provisions of the Ha.tch Act ~hi(:h prohibit the
use of fedet"al fUJlds for lobbying activities.
(13) Corr.ply with Section 319 of public la~ 101"121, 'Which generally
prohIbits recipients of fedel:dl contractH, gr,mts 0)" loans
from using appropt"iated funds fot lol>b)'ing the-executive m:
the legislative bt"c.ilChcs of the f€de;:al goveuur".ent in
connection with a specific contract. gra.nt or 10al1"
Accoxding-ly .. CONTRACTOR hereb}' certiftes to the best of its
knowledge and he-lief .. that:
(a) Uo federal appropriated funds h(lvC:' been paifl Ot-",,·ill be
paid, by or on behalf of COltrRAcroR~ Lo an)' person for
influencing or attempting to intluence an officer or
employee of any agoncy .. a fo:errhe:r of Congt"ess, an of ticeT
ox" e.mployee of Congress, 01" an ~r!lplo)'ee of a r'~embe!." of
Congress in connectio'o \lith the awarding of any te-deral
contract, the making of any f(l'_derc.l grul1t .. ·. the mi!king of
any federal loan, the entering into of any cooperative
agreement, or the extension, continuation, renewal,
amenciment/ or modification of aay federal contract,.
grant. loan, or cooperative agree~~nt; and
(b) If anY' fund!; oth~r t'h:an fed(!ral ?:ppropL-iated funds have
been paid or will be paid to any person for influencing
or attempting to influence an. olficer or emplQyee of at'y
agency, a Member of Congress, an officer or e!f"ploy&e or
Congress, or an employee of a Member ot. C(mgn~ss in
connection with this federal <;ontract, grant, loan or:
cooperative agreement, COJlr"fRAC1'OR 9hall complete and
submit StandCird POrTO-t.I.L, -Disclosure Porm to Report
Lobbying" .i.n accordance with its instructions.
(14) Comply with the Age Discrinl'irlation Act of 1975, as amended,
which states thClt no pet;sons in the United Stat.os shall', on
the basis of age, be denied the benefits of, or be subjected
to discl."irninar.ion undel.', any prog):"am or activity ):"eceiving
federal financial assistance.
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(15) Comply with Section 504 of t.he Rehabilitation Act of
which prohibit-.s diacrimination against. people
disabilities in any federally assisted progral'n.
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(16) Comply with the Americans with Disabilities Act of 1990, .s
amended, and' implementing regulations wh.en published.
(17) Tranafer to GRAN'l'OR any COM funds on ha'nd, and any accounts
receivable attributable to the use of CDSO funds, at the time
of expiration of this Agreement. In addition, CONTRACTOR
shall ensure that any real property under CONTRACTOR'S control
that was acquired or improved in whole or in part with COBG
funds in excess of $25.000 is either:
(a) used to meet one of the nat.ional object".ives in 24 CPR
570'.20S until five years after expiration of this
Agreement I or for such longer period of time as
determined appropriate hereunder by GRANTOR; or
{bl is disposed of in a manner which resul ta in GRl'i1'I"TOR bein9
reimbursed in the amount of the then current fait-market
value of the property less any p01..'"tion thel-eof
attributable to expenditures of non-CDPn funds for
acquisition of, or improvement to, the TH.-Operty.
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~~~:;~S~ChWal'tz & Tuqaw
81 Camino Reali suite 200
Altos, CA 94022
Palo Alto Housing Corporation
540 c.owper Street, Suite G
Alto, CA 94301
OTWER
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COMPANIES AFFORDING COVERAGE
ff-#~1:1Y A Aetna Casualty & SU1>ety Co.
00,000
INSUflEDf ~ee attached additional Insured endorsement
of Palo Alto
ing Department
: Suzanne ~ichards
lIol11ilton Ave. 15th Floot-
10 Alto, eft 9~301
, "'i'"
SHOUlD ANY Of !lIE ABOVE DE:Sf'..Jl;:e.ED POt~E:S SE ~u£o sefOIU,; THE
f..XPIAAno/'l DAlE -rnE~EOF, THE ~lG W,JPAJlV I'I'IU. £r.'t)£A1IOA TO
MA.IL ~ DAVS WRmE.t. NOncE 10 ThE CUtllflC},:re HOWER ~ED TO THe
lEfT. 81JT FA'lvru:: TO MA.'l I'iUCH OO~ ~1J.l ~ 00 08U<).AnoN Ott
llA8l'JIY Of IoJf( I<I/,'O upon nil: OOMPJJ('(, ns "GEmS OR ft~SlN1.o\TNES.
':71 " "
COVERAGE PART NUMBBR. COMMERCIAL GENERAL LIABILITY
THIS ENDORSE~ENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -DESIGNATED PERSON OR
ORGANIZATION
'-This endors&mont modifies insurance provided und~r the following:
CQMMERCIAL GBNERAL LIABILITY COVERAGE PART
WHO· IS Atl lt~SUREI) (Section II) is amended to include as an insured the
person or·orq:\nization oho'Wn in tha Schedule liS an Insured but only with
respect to 11.~bility .lri~inq out of your oparations .or premises o,";ned by
or rented, to you.
NAlI& OF PERSON OR ORGANIZATION,
City of palo Alto
Attnl Suzanne Richards
250 Hamilton ""/oOi\ue, 5th Floor
P~lo Alto, CA ~4301
., ....
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SCHRDULE
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INWflEO
Palo Alto !lousing Corporation
54Q Cowpo< St<eet, S«<IK"J.; r V Il I)
Palo Alto, CA 94301
Jut! 0 a 1994
A
COMPANIES AFfORDIN(l COVERAGE ---_._-_._._--_. __ ._-----
~trr'(~"'f A Ao-tn~ Casual ty & Surety Co.
~,R.'(IFI~1'Ii:J:IOU)E~----,--,-----.. ~=". "'UA". "'"",,=--"". -------------------~
SrtClViD J.W Of THe' IS), •• orSCR:Etf() r<UCrf:S E:i. C}..'-/CilLfO Sl'O'ORF fl-jE
f-.>J'JV.n;'K' OAt£ n!.E:~f¢f. 1,..-1: ISSV ... "',l ~/PJ.J(( Witt ENOEAVOR 'to
City of Palo Alto ~1.Q .... {;"ys\ ... fI;!n'£Nmnci:Tome:cHtnrJC~n:IJ..."lI,.O[AW.MeOTOlH£
Planning Depart.ment LOT, !NT f~.l~ TO"I).,L:s.oo1 ,.ono:::t: StWL~.PO$€ tIOOOUGATJQN OR
250 Hamilton Ave. 15th Floor f' w.e.t1T'l" "' .... '<1,;:OOU'Ct.'n:£ C(WJ>A.'(f,I1S ;\GEms C~ R!:ffi€Sf'1ITATl\'ES
Palo Alto, CA 94301 i' AUlilOIl.llW'lrmUflm.rU" -
1\ttn: Suzanne Richards A.K,/
V/f.r{...(C .... 1 (u.J.-t:;;:''U.A·
AOOR'i>'1.!!:a{iihOi'l ~i·\·v-'s6fo8lN5917._-"-__ --'_-~ __ . ____ ' __ ~l~~!_.~_~20nDcORroRArloN 1'n()
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A'fThCH!iE'IT 2
h G R B B M B H-X
BS'lWEJ!N 'l'BB CITli OF P1ILO ALTO AND
TaB PALO ALTO SOUSING CORPORATION
FOR ROUSING SERVICES
FISCAL YEAR 1994-1995
THIS AGREB'MBNT is made and entered into this _ day of
• 1991, by and between the CITY OP pi\i;i:r-ALTO t it
municiPal corporation of California, hereinafter referred to as'
II CITY ." and the PAW ALTO HOUSING CORPqAATION. a nonprofit
corporation under the laws of the State of California, with offices
at 540 Cowper Street~ Suito 201, Palo Al.to, California 9 .. 301,
hereinafter referred to as ·COh~CTORH;
\I J T !LL1tJLJL,!,.J!~
WHEREAS, CITY desires to reta.in servi ces r~latecl to
pl.·oviding housjng in CITY for persons and families of 1m .. ', modE"(ate
cmd middle incorr.e levels; and
WHBREAS, C1T\' desires to engage CONTRACTOR to provide
these services by reason of its qualifications Clnd eX'"Pl?:l"ience [or
performing such services, and CONTRACTOR has offered to provide-the
required services on the terms and in the mannet" st':.t. forth herejnj
NOW.. THEREFORB, in consideration of their mlktUal
covenants, the parties hereto a9ree as follows:
(a) The word -City· 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
exist"ing. plus all territory which may be added thereto during the
term of this Agreement by annexation or otherwise.
(b) The term "City Council-shall mean the duly
elected or appointed members of the Council of the Cit}' of Palo
Alto, California, acting pursuant t.O the provisions of the Palo
Alto Mun$.cipal Code and the Charter of the City o[ Palo Alto.
(c) The term "City f'o1anagcl-· shall mean the-duly
appointed City Manager of the City of Palo Alto, California~ or her
deSignated representative.
{d} The term "City Clerk l shall mean the duly
apPointed City Clerk of the City of Palo Alto, Cal ifornia. or her
deSignated representative.
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(e) The term I'City Risk Manager" shall me.:ln the
duty apPointed Risk Manager of the City of Palo Alt.o, California,
or his 'designated ,representative,
(f) The term !Jeity Director of Finance': shall mean
the duly appoint.ed 'Director of Finance of the City of Palo AltQ,
California, or her designat.ed representat.ive,
(9) Th~ term nCity Auditart! shall mean the duly
appointed City Auditor of t.he City of Palo Alto, California{ or his
designated representative,
2. PROJECT COORDlIIAtIO!!.
{a) ~~~. The City Manager shall be representative
of CITY for all purposes under t.his Agreement. The Director of
Planning and Comtnunity Bnvironment is designated as t.he PROJECT
MANAGER for the Cit.y t-1anager, and ahall supetvise the progress and
execution of this Agreement, including thp, establishment of work
priorities in collaboration with CONTRACTOR,
(b) Contractor, CO~rRACTOR shall assign a single
PRQJBC'r DIRECTOR to have overall responsibility for the prog:r~~ss
and execution of this Agreement tOl' CONTRACTOR, 'fhe Pl'esident of
CONTRACTOR hereby is designated as the PROJECT DIRBCTOR for
CONTRACTOR.
(c) Acces..,S:. CONTRACTOR shall provide the PROUEC'!'
MANAGER and others specifically requested by the PROJECT MA"."AGER
with free and easy access to all facilities and activities of the
programs hereinafter described. The PROJECT MANAG~R and oth~rs
specifically reque~ted by the PROJE'Cr MANAGER shall coordinate such
access with CONTRAC1~R.
Under this Agreement CONTRACTOR shall provide the
services set forth in the doclUl'ient entitled "1994-95 Program Yeal"
Scope of Services, II attached hereto as B~ibit nAil and ;i.ncOl"pOL'ated
herein by this reference.
(a) !toard Mernhgra. CON'l'RACTOR shall make its best
efforts to have at least one (1) merooer of its governing board of
directors be a resident of a public subsidized low/moderate income
housing project located in CITY and at least one (1) additional
member of the board to be a CITY residential tenant.
(b) ~I2..W~ll~,lI.l§:, Not more than tl'lenty-five
(25) percent of the persons ser'ving on the goveL"ning board of
CONTRACTOR may be "Interested PersonS. H An Interested Person means
any person currently being compensated by CONTRACTOR for services
l.'endered to it whether as a full or part·time e.mployee, independent
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consultant, or otherwise, but excluding any reasonable compensation
pai.d to a direct.or as director.
S • f~AL !U\SPONSIllILl TIES. RECO~S, RllPQRTS. lIND
AUDITS.
(a) Ei§&~ ResPQn$ibili~.
(i) lli.cal Agent. CONTRACTOR shall appoint
a fiscal ~gent who shall be responsible for the financial and
accounting activities of CONTRACTOR, including the receipt and
disbul."sement of CON'I'RAC'I\)R funds.
(iii
!t~ board of directors a
revieW' and by B igna ture
bank account balances of
:r!:ll.~. CONTRACTOR shall appoint from
treasurer who no less than monthly shall
approve all receipts, disbursements and
CONTRACTOR.
(iiil BY.§.t~!lL9J:.~lt.!1. CONTRACTOR and its
fiscal agent shall establish and maintain a system of accounts that
shall conform with generally accepted pt-inciples of accounting and
with all federal CQrnmonity Development Block Grant (NCDBG~) funding
requirements for budgeted funds. Separate accounts for identifying
receipts and expenditures shall be maintained for all CDBG funds
received under this Agree!r.ent. All records and accounts related to
this Agreement shall be available for examination or audit by
CITY's representatives from the Finance Department and Auditor's
Office, and staff from the federal Houaing and Urban Development
Department '-Hun-), during CONTRACTOR's regular working hours
during the term of this Agreement and fo!' three (3) years
thereafter. Such system of accounts shall be subje·:t to the review
and approval of the City Director of Finance and the.~ity Auditor.
(ivl £J:9qram .111=. CCNTRACTOR must
accurately account for any program income generated from the use of
CDOO funds, as defined under 24 Code of Pederal Regulations Section
510.500, as amended, and report the income to CITY and HUn in
accordance with' 24 Code of Fede:l~al Regulations Part 570, the "CDM
Final Rule". Such progra,'ll income shall be r.eturned to CITY in
accordance with 24 Code of Pederal Regulations Sectibn 570.504(c),
as amended.
(b) Recopds. CONTRACTOR shall maintain adequate
and accurate records, in accordance with generally accepted
accoullting principles and all CDBG funding requirements, including
but not lim5.ted to books, financial records, supporting dOClJl'Ilents,
statistical records, personnel records, real and personal property
records. and all other pertinent records SUff.icient to reflect
properly 'i) all direct and indirect costs of whatever nature
claimed to have been incurred and anticipated to perform this
Agreement, (ii) all transactions under this Agreement, and (iii)
all other. matters covered by this Agreement. CC'NTRAC'rOR shall
preserve and make available such records until the expir.ation of
threa (3) years from the date of final payment under this
Agreement.
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(e) ~g,.QX~. CONTRACTOR shall provide CITY semi-
annual activity l"eports on the fifteenth '15th) day after the close
of each 91x~rnonth period, covering t:he preceding half-year and such
other information as the PROJECT r>1ANAGER ,may request. Tile final
semi~amHl·:...l r-eport shall, cover. not only the preceding six months
but al(tQ the entire year. CONTRACTOR shall also provide CXTY other
reports frOt1l time to time EtS directed by CITY~ s PROJECT MANAGER
t'l.etting to.l"th CONTRAC1'OR's findings .:lnd conclusions. Minutes of
co,,"'f1'RAC'TOR'8 board ro~etings ahall be distributed to all members of
the City Conncll through the City Clerk.
(d) ~!lJ!\I!I.nl. .. l\lli.!i1. CONTRACTOR shall provide
for an independent audit of its transactions~ records. and
financial k:~porto. The audit shall be completed at least every two
~2> yea:::s, starting August ')l~ 1994. The audit shall be conducted
by a cettified pvblic accountant (the ·CPA-) in conformance with
gener{tlly accl'pted accounting principles. Audit reports shall be
sulx:'l;itted by the CPA to bot.h parties. The scope of each
independent audit shaLl include ~",udit:l,ng for compliance with OMB
Circulin: 1\-133.
Any repo:cts, i'~fonnatior., data. or other rl'l.aterial
given to, 01.-prepared: or assembled by, CONTRACTOR or its
subcontra..;toJ:.<J, if dny~ undel-this Agreement shall be the prope-rt.y
of CIT;..' and shall not be made available to any individual or
o~gati12at~0t1 I)y cmrrRAC'l'OR or its subcontractors, if any, without
the l)rio~ .... ritten approval of the PROJECr MANAGER, III the event o~
termination, CON1'Rl1.C'I'OR shall give to CITY inm~diately one (1) copy
of any and all studies, r~pol·tS. sketches. drawings, computat ions.
and, any other data, whether 0[' not completed, '. prepared in
connection with this Agreement. which shall be the permanent
property of CITY.
CITY shall furnish CONTRACTOR with all readily
available hackgro\md hH~ormation and data relevant to CIT'f.
8 • l!l!I!Q!;1:L..(;OKPBNSA T1.Q!UJl\~ .
fa' I!u.dru!t.. CONTRACTOR' 9 contract budget for the
telm of thin Agreement is attacl:ed hereto as Exhi.bit liB:!" and
incorporated herein by this reference. Expenditures b}' CONTRACTOR
for Bervices hereunder shall substantially conform to said budget
unless the prior _written approval of the PROJBCT MANAGER is
obtained. The hudget must be developed and complied with in
accordance with the schedules, processes and format established by
CITY staff.
(b) _C:QJlII>enQ~..tj, __ Qn. CITY agrees to compensate
CONTRACTOR for the full performance of its services under this
Agreement in accordance with Exhibit -Bil, in a total sum not to
exceed Ninety Seven Thousand Doll<'t.rs ($97.000). Such sum is
financed by Tllh:ty Seven Thousand Dollars ($37,000) in CDne funds
and Sixty Thousand Dollars ($60,000) in,CITY Housing Reserve funds.
Funds convnitted under the COBG program arc contingent upon CITY
receiving the intended appropriation from ffiJD.
(e) _&Y.mQlltlLby_.r;:ITX, On the billing form provided
by CITY, COm'RAC'IOR "hall submit a bill by the fifth (5th) working
day of each quarter for se:tvices pro\."id(!d \mder this Agreement
dU<iflg the preceding quarter, 1'he bill ohall specify actual
expenditures direct.ly l.·elated to this A.greement In accordance with.
&xhibit ·B. IJ CONTRACTOR ahilill account (Ol.' p):ogram. income, as
defined in Subsection Sla) liv) hereof, in each-billing and shall
raduce the bill ing to CITY 1n an amount equal to the excess program
income, The bill shall also specify the approved indirect. cost i'ate
charged by CONTRACTOR. The indirect cost rate shall be determined
under an indirect cost allocation plan fOl' determining CITY~s
appropriate flh~r~ of, CO~7RAC'T()R'B administra.tive costs. CONTRI!.CTOR
shall develop an indirect cost allocation pl-an in. accordance with
OMB Circular A-122. subject. to CITY's r'evi~_\ol and approval of tile
plan. CONTRACTOR shall also sub .. nit to CITY for its review~ with
the quarterly bill, an accoullting of all CO~"TRACTO~'9 CDBC·related
activities unde:t.· this Agreement during the preceding quarter. to
the satisfaction of _ the City Di rectol.' of Finance. CITY shall pay
CONTRACTOR within thirty (3D) ",'o:ddng days of receipt of each
complete. bill.
(a) T..enlJ.. The tenn of this. Agn,.ement shall
. c.Of'l'1'Uence on July 1, 1994 and expire on June 30, 1995. unle:S'£! this
AgreerClent is terminated sooner as pr.ovidt2'd hel"ein. "
(b} Tet1!linatiQU. Bithcl" pal."ty r,.ay terminate this
Agreement at any time, with or without cause, by giving thirty (30)
days' written notice the-reof to the other-party. 8ither party may
also terminate this Agl-eemcnt for CQJlVE:'llience, in accordance with
24 Code of Federal RegUlations Part a5~ Section 85.4.-<'.
Notwithstanding tho foregoing, CITY lnd.y ilU1"'.edial.;.ely suspend or
terminate this Agreement, in 'Whole or in part., if CONTRAC'TOR
materially fails to comply with any tel"Tll of this Agreement, Ol.' with
.any Qf the rules, regulations or-proviSions refe~red to herein. In
such event, CITY may also pursue any other remedies provided by
law, including those specified under 24 Code of Federal Regulations
Part 85, Section 85.43,
This Agreement is one for personal services and
cannot be transferred or assigned in .... ·holc or in part by eithe:t.'
party without the prior written consont o[ the other party.
11 , {;Q!!l"H~j:'_9L:r!!1')lJ\~T, I1!DEf~lf!J!;!il:SQ!l!!Ull~L(>.~ >
(a) ~9nt::lict -..Q.t __ ~lnt-J.n:~~ __ t. CONJRAC'l'OR covenants
that, with respect to its sel.'vices ullder this ,Agreement funded with
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COSO money, CONTRACl'OR shall comply with the pl."ovisions of 24 Code
of Federal Regulations Section 570.611, as amended, concerning
conflicts of intel."est. Specifically. except for the use of CDBG
f.'unds to pay salaries and other related administrative or pe'Csonnel
costs. no person who is an employee, agent, consultant, officer~
or official of CONTRACTOR who exercises or has exercised any
functions or. responsibilities concerning the CDBG activities \Jnder
this Agreement, or who is in a position to participate in a
deeisionmaking 'process or gain inside i.nformation with ft19.:n"d to
such activities, may obtain a personnl or financial intel-est or
benefit: from any CDBG activity, or have an inter~st in any
contract, subcontract or agreement with respect thereto. or the
proceeds thereunder, "either for him or herself or for those with
whom he or she has family or business tieu , during his Ok." her
tenure or for one year thereafter.
With respec,t to all of its selVices provided under
this Agreement I CONTRACT'OR covenants that it presently has no
interest and shall not acquire any interest, direct Ol-indil:ect.
financial or otherwise, which ,,/Ould conflict in any ma nil et-0 ....
degree with the performance of the services hereunder. COrnRAc:roR
fUl,-ther covenants that l in the performance of this Ag:r:cement, no
subcontractor or person having such intereflt shall be employed by
CONTRAC-T'OR. CONTRACTOR certifies that no one who h~s or will have
any financial interest. under this Agreement is an officer 01:
employee of CITY.
Ib) ID.ct=ndent ---.i:QllU:ru;];.QX, It is further
expressly agreed that, in the performance of all of the services
under this Agr(!ement, CONTRACTOR shall at all times be deemed an
independent contractor and not an agent or employee of CITY.
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No discrimination shall be made in the employment of
persons under this Agreement because of the age, race, color-,
national origin. ancestry, religion, sex, disability O:t' sexual
preferenC!e of such person. Similarly, no person shall be subject
to. _discrimination under any part of the services provided by
CONTRACTOR under this Agreement on the basis of the age~ l.'ace,
. color, national drigin. anceatry, sex~ religion~ disability or
sexual preference of such person. If the value of this AgreClr.ent
is, or may be, Five Thousand Dollars ($5.000) or more, CON'l'RAC'l'OR
agrees to meet all requj rerLlents of the Palo Alto Municipal Code
pertaining to nondiscriminat;.on in employment and to complete and
submit the "Compliance Report--Nondiscrimination Provisions of City
of Palo Alto Contracts~ on the fOlm furnished by CITY.
CONTRACTOR agrees that each agreement for sel~ic~s
fl-om independent providers shall contain a provision substantially
as follows i
IIPROVIDER shall provide CONTRACTOR with a
certificate stating that he (or she) is currently in
compliance with all Federal and State of California laws
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covering nondiscrimination in employment i that he (ox
she) will p\.h:sue an aff;i.nnative course of acti<Jn as
required by the Affirmative Action Guidelines of the City
of Palo Alto; and that he (or shel will not discriminate
',in the employment of any person under this Call tract
because of age, race l color, national origin, ancestry,
sex, t'e1 igion, disability 01" sexual preference of such
person .•
If CONTRACroR is found in violation of the
nondiscrimination provisions Of the State of California Fair
Employment Practices Act or similal" provisions of f€deral law or
executiVI! order in the performance of this Agreement, il shall
thereby be found in material breach of this Agreement. 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
(~NTRACTOR the sum of Twenty-Five Dollars ($25) for each person for
each calendar day during which such person was discriminated
against, as damages for Baid breach of contract, or both. Only a
finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer shall
constitute evidence of a violation of contract under thi~
ollbparagraph.
If CONTRACTOR violates the nondiscdmination
provisions of this Agreement or the applicable Affirmative Action
Guidelines pertaining to this Agreement, CONTRAC'l'OR shall be in
material breach of this Agreement. 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 COh"TRACTOR the sum of Two
Hundred Fifty Dolla"rs ($2,O} for each calendar day' during "oI'hich
CONTRACTOR fails at' has failed to comply with such
nondiscrimina-.tion provisiOl1s or the affirmative action guidelines
as damages for said breach of contra~tr or both.
13. IlQI,D !!ARMLES~L I NS!lRAHCB •
(a) fuU..cLllallllllllUl.. CONTRllCTOR hereby agrees to
protect. inde~ify, defend and hold harmle9s C~TY, its officers,
.;tgents and employees, from and against any and all demands,
liability, damage; loss, claims, or actions, including costs and
attorneys' fees, arising alit of this Agreement, except to the
extent of the negligence of CI'I"i, its officers r agents, or
employees.
{b} .lD..§urance (·Qyerarul. COtITRACTOR, at its sole
cost and expense, shall obtain and maintain, in full force and
effect throughout the entire term of this Agreement; the insllrance
coverage described in Exhibit ·c·. attached hereto and incorporated
herein by this reference, insuring not only CONTRACTOR and its
subcontractors, if any, but also, with the exception of workers'
compensation and employer's liability insurance, CITY r its
off.icers, agents and employees, and ~ach of them with respect to
activities and services performed by CONTRACTOR for or on behalf of
CITY under the provisiOIlD of this 1't.grecmeut.
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(c) ~_~ni'ficate$ of InSvranc~. Certificates of
such insurance, preferably on the forms provided by CITY; shall be
filed with CITY concurrently with the execution of this Agreement.
Said certificates shall be subject to the approval of the City Risk.
Manager-and shall contain an endorsement'. stat-ing that, said
insurance is primary coverage and will not be cancelled or altered
by the inourer except after filing with the City Clerk l:.hirl:.y (30)
days; v ... ·i t tel'l notice of such cancellation or alteration j and that
th& City of Palo Alto is named as an additional insured, Current
,certlfica~e8 of such insurance ahall be kept on file at ull times
during th~ term of this Agreement with the City Clerk.
COh'TRAC1'OR, by executing this Tl..greement, certifies
thAt it_ Is a-ware of the provisions of the Labor Code of the State
o! Cal iforniil which requ!t:e every employer to be insured against
liability tOL" 'k'Orkel-a' compensation or to undertake self-insurance
ill decol-dance with the provisions of that code, and certifies that
it .... 111 co:npl/, with such provisiolls before commencing the
perfotlnlAncc ot the work of this Agreement.
Notwithstanding any other provl.Sl.on of this
.AgL'eement, in thE) cv('nt l:hat one or more rnembers of the board of
directoL-s or of the officers or staff of CONTRACTOR, PAHC
Jl.p,!u:tu'.ants, InC. or, PAH(.' California Park Corporation; are named in
any suit or 'other legal proceeding arising out of. tlleir activities,
or the activities of CONTRACTOR, with respect to the low/moderate
income housing projects developed or acquired by CONTRACTOR, or
with respect to CITY'S IBelow Market Rate" Prog:l'am, but not
otherlrJiao r ex-cept where CITY is plaintiff j and defEmse is not
p:t'ovided by an insur3nc-e carrier or carriers, or otherwise, of
COHTRAC1:'OR, CITY, or any other party, CrTI::' agrees to conduct or
provide such defense up to a maximum aggregate cost of Two Hundl'ed
ThollBand Dollars ($200,000) per occurrence, including expenses for
attorneys, consultdnts, expert witnesses, court costs, court
reporters, ~nd other items related to said defense. In the event
that a final judgment io rendered against anyone or more of said
directorR~ officers, or,staff of any of said entities. CITY agrees
to ind~mnify said director.s. officers l or staff up to said T\ ... o
lIundr"d Thousan(\ Dollars ($200,000) in the aggregate per
occurrence, less such costs of defense as may have been incurred.
The obligations of CITY hereunder are appli.cable only to the ext~nt
that, defense and/or indemnity are not provided by an insurance
carrier or cal'riera, whether of CONTRACTOR, PAne Apartments j Inc.,
[lAMe California ParK Corporation or CITY, and are limi ted to be
those in excess of the defense or inderMity obl:lgations of said
carriers, and not otherwise. CIl'Y's obligations hereunder do not
extend to any criminal prosecutions or allegations based upon any
other theory or cause of action for which CI'l"{ ",ould not be
obl igated to, and would not custo:narily r defend and/or indemnify if
the defendant or defendant.s were regular CITY employees, en'y' s
obligations hereunder shall not, under any circumstances, exceed
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the aggl'cgate sum of TwO Hundred 'l'housand Dollars ($200 .. 000) pet
occurrence, l-egardless of the numbet" of claims, suits, legal
proceedings, m.' nU1'i"..ber of dh:ectoL-s, officers, agtmts .. or employees
involved. CIT\' may 8tlttle or compromise allY claim, suit Qr legal
proceeding within the limite of CITY's obligatio'os hereunder, 011
behalf of any dofenda»t or defendants to which CITY's obligations
apply. The defense and indenv1ity obli9&tions of CITY hereunder
extend to (tny occurrence during the period this section i.a in
force, regardles8 -of when claims ot' Buita relat ing to such
('Iccurrence or occun."ences 8;n~ filed. 'CONTRAC'l'OR shall notify CITY
irrrnediately upon, recoipt of infonration which leads it to believe
that a clairn~ ~uit~ or-:otho),' proceedin9 under this section may
exist.
Notwithstanding tl1e. foregoing subparagraph. CITY's
obligations set forth therein concerning PAHC Apartments, Inc" and
PARe Cali(ol.'ll:ia Park Corporation shall be in ef!(!ct only ~o long as
the ,boards of directors of s\lch entities l:crr.ain identical to that
of CO~RhCroR.
COlfrRAC'TOR shall:
fa) PrOClJre all pennits and 1 iccl1ses, pay all
charge3 and t.ees, and 9ive all notices which !T'.ay be necessal:.Y and
incfdent to the d\le and lawful pros€'c\ltion of the servi<:e.9 to be
perfonned by CONT'RJICJOR under this Agreement;
(bl Keep itself full)' informed of all existing and
future fedel.~al~ stat.e and local laW's, ordi,nances, regulations,
orders, and decrees 'Which ma.y affect those engage~ or employed
under. this Agreement. any materials used in CONTRACTOR's
performance tmd!l'l' this Agxce~nt~ or the conduct. of the services
under this Agreement;
(c) At' all times obsel.va and corrply with, and cause
all of its subcontractors and cmployees~ if any. to observe and
comply with, all of said la\(8, ordin .... nces, regulations, orders and
decrees mentioned abovej
(d) l/l'(!\edlately report to the PROJECT ~IANAGER in
writing any discrepancy or inconsistency it discovers 'in said laws l
ordinances, regulations, orders, and decrees mentioned above in
relation to auy plans, drawings, specifications, Qr provisions of
this Agreement;
(e) With respect. to CONTRACTOR's use of CDBG funds
under this Agreement, COO'lply with. all of the requirements of Title
24 of the Code of Pedoral Regulations~ Pa~t 570 of the HUD
regulation.s concerning tho COW program and all federal regulations
and policies issued pursuant to those regulations. CONTRACTOR shall
aloo comply with the federal assurances set forth in Exhibit ;;'0" to
this Agreement, whi'Ch is attached hereto and incorIJOr.u.ed herein by
this refetence.
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17. !/AlVERS.
The waiver' by either party of any brea.ch or
violation of any term. covenant, or c'ondi'tion of this Agreement or
of any provision, ordinance. or law shall not be deemed to be a
waivor of any other ten'll, covenantk condition, ordi:nance, or law'or
of any subsequent breach or violation of the same or, of any other
term, covenant. condition, ordinance, or law. The subsequent
acceptance by either party of any fee or-other cr.oney khich may
become due hereunder shall not be deemed to be a W'aive-r of allY
preceding breach or violation by the other party of' any t.erro.
covenant, o:t' condition of this Agl"eeroent or o[ any "pplic,lble law
or ordinance.
The prevail ing party in any action brought to
enforce the te:r1'l1S of this Agxe-ern~nt 01" arising out o( this
Agreement may recover its reasonable costs and atton:Jeys' Lees
expended in connection with such an action tx:om the oth~r party.
All notices hel"eundex: shall be given in -.. iTiting and
mailed, postage prepaid, by certified mail, ;addressed as follovs;
To CITY:
To CON1'RJ\CTOR:
Office of the City Clork
250 Hamilton AvenuC'
Palo Alto, CA 94301
Palo J\I to Housing Corpotat!on
540 Cowper Street. Suite 201
Palo Alto, CA 94)01
ATTN: Executive Director
This docwnent contains all the terms and conditiolls
of the agreement between the parties. Any amenciment6, altorations
or variations of the te:t:rns of thL'3: Agt"eement shall be invalid
unless made in writ;ing and signed by the partit!s hereto. There are
no other underst;:\ndings, representations, or agreements, w:t:itten or
oral, not incorporated herein. All proviSions of this Agreerr.ent
expressly are made conditions, This A!Jreement shall supersede
Agreement No. C40~5004 between the pal:ties. This Agreement shall
be governed by the laws of the State of California.
The terms, covenants, and conditions of this
Agreement shall apply to, and shall bind/ the he1 l-S, succ~~ssors.
executors, administrators. assigns and subcontractors of both
parties.
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IN WITNESS WHERE,OF, the part.ies hereto have executed this A9reerne~t the day.and year first above written.
ATTEST. CITY OF PALO ALTO
City Clerk Hayor
APPRO'llm AS 1'0 FORM.
Senior ABBt. City Attorney
APPROVED:
Assistant City Manager-------
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Director of Finance
APPROVllD AS TO CONTKll'1'.
Di£ector of Planning and
Community Environment
Attachments: Exhibit A:
940.S 121H 002C1SS1
Services
Rxhibit B:
Sxhibit c:
Bxhibit 0:
1994~i995 Program Year Scope'Of
199(..,1995 Contract Budget
Insurance
Federal Assurance,~J
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EXHlBIT UA"
PALO ALTO HOUSING CORPORATION (PAIlC)
1994-1995 PROGRAM YEAR SCOPE OF SERVICES
CONTRACTOR shall (oSier and "evelop decent, safe and affordable housing benertuing 101V
<md moderate iJlC'.ome families~ seniors, and the diS<l.bled in Palo Allo. To fulfill such
objectives, CONTRACTOR shall perform the following 5ervice.s under tnis Agreement.
I. COMMUNITY DEVEL01'MENT BLOCK GRANT ACT[V[TIK~
CONTRACTOR shall provide the following services LIl ronformance wilh the obJectives and
rtq;uiremenls of the federaJ Department of Housin~ tI..nd Urban Development under the
CommunilY Development Block Grant (CDBG) Program and reimbursement for such
expenditures shall be from CDDG fund."
1. IN}"ORMATION AND REFERRAL: Salary and administrati';e expenses to
provide CDBG in('..()me~eligiblc households with informali(IJl regarding
affordable housing options, advice on available, affordable and/or subsidi1:ed
hous.ing units, counsel on eligible subsidy programs and availabte service-s,
referral to local agencies and service providers and, on an as-needed basis, to
serle as an advocate for individual$..
GOALS: Provide advice, counsel and information to low and moderate
income housing seekers on local affordable housing oppoJ1unilie~ Md
programs. Coordinate the provision of .~ocial service,s, and serve as advocate
for individual hous.eholds needing special assistance with soc.ial seNice
.1genctes, employers, landlords or neighbors.
ESTIMATE:
MEASURF.S:
$15,300
1,800 phone calls
200 VI-'3.lk-in [nquines
9{X) information packets mailed
5 communications with other housing groups
2 con ferences attended
6 households counseled/assisted
2. MANAGEMENT PROCEDURK~ MANUAL AND ASSET
MANAGEMENT PLAN: With the help of a consultant, PAHC shall develop
a wriHen asset managemer.! plan and procedures OIanual for Ihe PAHC
property portfolio \vhich establishe.s long term asset management goals as wetl
as formal property management policies and procedures. The. plans will
include'procedures for regular monitoring 10 determine wh("~her the goals for
homing ope-Lations are being achieved, The procedures manuru will address
is.sues such as resident selection criteria and procedurt:s:, le-as.ing and eyic!ion
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proc-edUIe.s. security. maintenance, financial reponing, capital improvement
progf"ilms, and social services for eacn property.
GOAL: Develop a writlen long-term alSet mal13gement pl,n wilh goals and
objecli>.'c.s and a wriUM prope-fty management procedures manual to achieve.
the goals of the a:ssel managemenl plan.
~IF.ASURES:
S15,000
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3.
Provide the Cily with a copy of the .,,.1
management plan and property management
procedures manuals.
Train PAHC employees on !he use of the
manuals.
ESlilbli.sh a written polLey and schedule for the
timely review and upd?ling of the manuals.
3. CDI!G ELIGIBLE BMR PROGRAM: For CDnG income·eligible applicants
in the Be_low Mar;:et RC\le (BMR) sales or re-nLal units, COl'r.'TRACTOR shaH
2dliljf\hh~r .s..llcs or rentals as vacancies dicta!e.
GOAL: Increase the number of affordable rental or ownership housing
oPJXlrtllniti<'s for JQw·ioC"Ome hou!'-<".holds by assisting inoome eligible housing
""kers in Ine City" BMR Program.
ESTlMII.TE:
MEASURES:
$6,700
2 sale.s of orlo'nership units
10 rental ~mils
Total COBO estimale is $.37.000; funds within activity areas are c.stimates only and may
shiro.
LT, ROUSING RESERVE HIND ACTCV1TIES
CONfRACTOR ,haJi provide !he (ollowing servi". in <nnformanre wilh Ihe objectives a .. 1
requirements of the City of "PaJo'Alro Housing Reserve Guidelines, and reimbursement for
such expenditure.$. shall be from the City'S Housing Re.~rve Funds:
J. B~ffi SAU:S AND RENTALS: For BMR sale, or reola! un;:s,
CONTRACTOR shall administer such sales or rentals as vacancies dictate, in
oonlpliance "~!h the City's BMR Program.
GOAL: Increase Ihe number of housing opporlufli!ies (or low and moderate
income resldenls by administering the sales and resales of Ihe Cily's BMR
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homeowntrship and !eOlal progro!lI1s. AClh'itie.s indude., but are 110lliiniled
to, maintaining: wailing lists, 3.(h'ising and CQunscHrig housing se.e~('rs,
verifying applicant eligibilily an<l income crileria, and reporling (0 CilY on
program participation.
F.sTIMATE: S6O,OOO
TOTAl, 1993·1994 CONTRACT DUDGET: $97,000
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EXUIBrr IIB"
PALO ALTO HOUSING CORPORATION
1994·1995 CONTRACT BUDGET
Expenses Tol.1 PAHC Contrstt Budget Hou~lng Dc§criptjQn Projected Budul . SD.!! G..1:l!.ru!s R~~p.;.t.fl!ru!.I
Salaries SIS5,oo:Jj
Ben~filS 8,925 23,500'
Payroll Taxes 16,650
Insurance 3,J50
AuditIBookkeeping 7,434 3,000
Rent 32,165
MiscelJaneous 958
Phone 4,895
POMage 3,644
COllSul tants/Stafr Developmen t 1,932 10,000
TravellMileage 1,890
Offtce Supplies 4,750
Equipment/Soft"'are 9,150
Maintenance/Repairs/Rental 3,037
Direct Setvice.s 2,757
Dire<t Expenses -1MOO .-200
TOTAL SJ()4,937 $ 31,000 S60,OOO
.. Salaries will be billed at the following rates, based on the appro\'cd indirecl tXJ..\1
allocation plall, ba<ed on the 6130193 PAIlC audited financial statements.
1. Executive Director
2. Property Supervisor
3, Fiscal Manager
4, Properly & Administralive Assistants
S61.(]()thou.
S4J.00Ihou.
$33,oothou.
$25,00/o.ou.
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ILOS Altos, Ck 94022 COMPANIES AFFORDING COVERAGE
~~~iW A Aetna Casualty & Surety Co.
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I~.QOOEP f-c~c-,-------~--------~---~--~-~~--~ ___ ~" ____ j
P~lo Alto Housing Corporation
540 Cowper Street l Suite G
,palo Alto, CA 94301
ffl TYPEOI'l'-lWI'UJilCE f'OU¢'(~"Elf.R
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ADDITIONAL INSURED a See attached additional Insured endorsement
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SHOOl.O AN'{ OF THE ,IJlOVi;. DE.~O f'()(J(;E$SE<:.oV-/CEU.£O BEfOAE lHE
F.:XAAAT'IOrl DAn; ~Ile¢f". THE ~ ~JWfi WIlL ENOEA~'OR TO
MA.'-J..!L..... DA'{S .... 1UTTEJ1 t-X)'T)¢G TO l){ECEJ1T'IACATE HC(...I)£RN.O.\E1) TO THe
LEFT. BUT FMlJRE" TO MI,A. SUCH NOl1CS SK.w. L\tf'OSE NO OfIlIQ.AnoN Of!
LJAe.UTY Of .M'Y~I..JP(loNTHS (X) .... ,PJ.IN. rrs AOEN'TS 00 Rf.PfcESfNTII~s..
~~ty of Palo Alto ~lanning Department t~;~n"1 Suzanne Richards
I~~~ Hamilton ~ve., 5th Floor I li4!:~~l!2.°b li!A;[jl tm°!IT' t2:CA!.illi9!i43}].!O~1;! :Jl1l!ff!!l"1!!' :l£j"' '"'ii:i;' ~l:ill:L(:t'"'' '2f1.~"~~;~;Z .. ; ~§!!f~:ilili~iiJ
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COVERAGB PlIRT IIUMB2R I COl!llERCIAL GENERAL LIABILITY
TillS BNDORSBIlENT CHANGES THE POLICY. pr,E.~SE REAO IT C~,RBFULLY.
hDDITIONlIJ, INSURED -DESIGIIATSD PERSON OR
ORGAIII Z AT ION
>. Th18 ondorsoment modifies insurance provided under the following;
COHIIERCJAL GENERAl. I.JABILITY COVERilGE PART
.,HO IS·AN INSURED (Sactton II) is runonded to include as an insured the
person or o~qbniz~tion shown !n the Schedule as an Insured but only with
l:&spect to' liability .:1rising out of your oparations or premises ol-med by
or ~oht€d to you.
"AWE OF PERSOlI OR ORGAtlIZA'rIONI
City of Palo Alto
Attnl Suzanna Rich~rd8
250 Hamil ton AVaJma ,5th Floor
Palo Alto, CA 94301
CG2026 6\$li"" ' ..
SCHEDULE
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COMPANIES AffOROING COVERAGE
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A
Alt.O"'N(OAIJTN
~CHftHIU-O.t.VTO'
OCfM(IMIUT'(
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. s»xw loNi Oi' niE "».'f:. OESCfI.raeO Po.JC;ES& ~LED BEFORE 111£
,: f)o:r.P.}.~ PATE ~CI'. THE lSSIJ;,,>.K; ~»{'( WIlJ.. EkOEA .... ¢fI TO
City of Palo Alto ~.!.".~ "".y.1SL ___ D)..rsv.m~'iO~1'OrneCVITY1CA"EHOUlE.RNAMfDrOTnE
P Ianni nq Depl'u:tment :. lV-'Y, 8tIT fMu.E" TO PJA\. SUCH NOnce s.'1All tw'OS£ NO 06U0.ATlON OR
250 Hamilton Ave" 5th Floor rt U/JIl.fN OFl-JNi\.INO~rn'E COMi'A!lY.CTS AGENTS OR REPRE.&€.'iTATlVES.
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r~,{HIBIT 'D'
1994-1995 FEDERAL ASSURANCllS
BY RECIPIENT ('(;RANTEIl') OF
FEDERAL COMMUNITY DEVBLOPMF.NT BLOCK GRANT ("CDnG') FUNDS
GRANTIlIl hereby ."ures and centfLes Ihal:
It posseo,., legal .ulhorily to I«<ive f<Xleral grdl11 funds and 10 <>ny oullhe proposed
program(s) assistoo thereby.
Its governing body has duly ac.quainted ilself wilh the runds applkation l including all
understandings and assurance·s contained therein, and dire>;tcd and aUlhoriled the perron
identified as the official represe,"I<uive of GRAl\t'fEH to provide .s.uch additional
inforrnarion as may be rt"quired h.ereunoor.
It c..onsents to aCCepl the jurisdicHon of too ft<.leral (IT California COUH$ (or lhe purpose
of enforcement of its responsibilities imposeJi hereundu.
The proposed prognlm(s) bas been developed so as ID gi\'e maximum fe.asible prioril)" to
activilies which will beneOI low and Illoderale inwnH:~ JX'wns.
The receipt of any program income. as deHned in 14 CFR 570,SIX>(a), .is. amended,
.generated by the use. of granl funds under lhh Agreemenl, will 00 rocorck.d, repolted and
rctumed to the Cily ofP.lo Allo ('(;RANTOR') in ,". .. "lanoe wilh 24 CFR nO,5W,
as amended. '.
It will comply wilh the provi,ions set fOlth in 24 crn 85.43 and 24 ern 85.44
regarding the suspension or termination of a gnml agreemcllI for caU!.e or ronvcNcrn:-c.
It will maintain and retain all books, docllme.na. papers:, finandal, Or other nX'O.ds·
which are pertinenl to Ihegrant for a period of nol Ie" than Ih= (3) l'ears foUowing lile
expiJalion of this Agreemenl. GRANTEB will ,Uo.' GRANTOR and the U.S.
Department of Houstng and Urban De','elopment,lhrough an)' authorized !\})resenlalive$.
access to such documents, papers and records.
If GRANTEB is a primarily reJj,gLous enlily. in con.neclion wlth the provis.ion M services;
required under !his Agreement, GRANTEE agrees to comply wilh federal regulations
specifioo in 24 CFR 570.2000>. GRANTEE funher:
{a) wiU not discriminate against allY employee or applic.ant for cmplo)'m~lt on 1M
basis of religion and witt not limit employment or give preference in emph.lymenl
to persons on Ihe basjs of religion;
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(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
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(b)
(c)
(d)
will not discriminate against any person applying for ~uch services on the ba5-~S
of religion and" will not limil such services or give preference to perS'JI150 on Ihe
basis of religion;
will provide no religious instlUclion or counseling, conduct no religious worship
or services, engage in no religLo\ls proselytizing, and exert no olher religious
influence in the provision of such seJVices; and
will ensure that the ponion of GRANTEE's facility used to provide the 5el'Vice.s
shall contain no rellgious symbols o'r decorations, other than those permanently
affixed to or are part of the StructuIC .
. GRANTEE also hereby assures tl1al it shall:
Comply with ~he nondiscrimination j)wvisiolls of public law 88-352 (Titlt VI of the Civil
RigMs Acl of 1964). and lite fair housing provisions of public law 90·284 (Title VIII of
the Civil Righls Act of 1968) and Ex«utive Order 11063. as am,nded by E,ocuti,e
Order 12259 ~ with respeCllO sale, l::,-3.w or Iransfer of land acqu[red, cleared or improved
w ltb grant il &si$[ance.
Comply with the provisions of Section 109 of Title I of the HousLng and Community
Development Act of 1974 "hich prohibit discrimination.
Comply with tho Fair Housing Acl of 1989 (42 USC 36Q1·20). which prohibit<
discriminatory housing practice.s based on race, «(llor, religion, Sex, national origin.
disability or familial status.
Comply with the DaYis~Bacon Act, as amendc.d, Pedcrallaoor Standards. provisions with
respect 10 all construction conCr.cts in excess of Two Thousand DoU.rs ($2.000).
Comply with the requiremenl of the Flood Disaster Protection Act of 19"13 and lhe
National Flood Insurar.ce Act of 196'8 applic.able to acquisition or CClnstruction projects.
Comply with the relocation and displacement requirements of the Unifonn Reloc.<ltion
Assislance and Re<ll Property Acquisition Polici .. Acl of 1970. as amended.
Comply with provisions of Executive Order 11246. as amenctr.d by F..xe<:uli\'e Orders
11375 and 12086. on equal employment oppcrtunities .11<1 .flinn.live aclion relative to
emplo)'oe,s and appHcants and nonexempt COlltracls and subcontracts.
Comply with 42 USC 4831(b). and 24 CFR 570.6Q8 and 24 CFR Pan 35 of the llUD
regulations) prohibiting Ihe use of lead·based paint in the conslruction 01 rehabililaLion
of residential structures.
Comply with !he provisions of 24 CFR Part 24 which prohibit !he utilization of debarred.
suspended. or ii1eligib!e q:)I1.tractors or subnxipients,
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(10) Comply with the uniform administrative requirements and cost principals of24 CFR Pa~
85 and OMB circulars A-87, A-IIO, A-In, and A-128 and A-133 as they relate to the
ac(:eptance aM use of federal funds by nonprofit organizations, and as o!herwt~e may be
requ ired under 24 eFR 570_ 502, as amended.
(11) Comply with ttoe requirements of 24 CFR 85_36 and OMB circular A-I 10 with respect
to conflict of interest, and as OIherwi$C m'y be r"'luired under 24 CFR 570.611, as
amended.
(12) Comply with the provisions of the Hatch Act which prohibit the use of federal funds for
lObbying activiti ...
(13) Comply with Scetion 319 of public 1.1'1 lOU21, which generally prohibits recipients of
federal conttaCI~, gr.mls or loons from using appropriated funds for lobbying the
execulive or Ihe legislative branches of the federal government in connection with a
~pecific contf'Jct. grant or loan. Accordingly, GRAN1Till hereby certifies !o Ihe best
of ilS knowledge and belief, that:
(a) No f«lera! appropriated funds have been paid or will be paid, by or on behalf of
GRANTEE, 10 any person for influencing or attempting to, influence an omcer
or employee of any agency, a Member of Congress~ an officer o~ employee of
Congress, or an employee of a Member of Congress in coruloclion with the
awarding of any federnl contract, the making of any f«lera! grant, the making of
any federal Joan, the entering into of any cooperative agreement, or the ex!ens.ion,
. continuation, renewal. amendment, or modification of any federaJ contract, grant,
loan, or cooperalive agreement; and
(b) If any funds other tban [«lera! appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an ofncer or employee
of any agency, a Member of Congres.s, an offIcer or employee of Congres~. or
an employee of a Member of Congress in coMoction with lhis federal contract,
grant, loan or cooperative agreement, GRANTEE shall oomplete and submit
Standard Form-LLL, -Disclosure Form to. Report Lobbyingl' in accordan:e with
its instructions.
(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 benefits of, or be
sllbjectcd 10 discriminatlon under, any program or activity receivulg federJ,l financial
a!.SistUice.
(15) Comply with Section 504 of the Rehabilitation Act of 1973, which prohibits discrimi
naHon against people with disabilities in any federally assisted program.
(16) Comply with the Americans with Di",biliti .. ACI of 1990, " amcnd«l, and imple
menting regulations when published.
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(17) Tr.>osf,rlo GRANTOR any CDBG funds on hand, and any accounts recei .. ble attribut
able (0 the ute(lf CDBO funds j at the lime of expir~lion Qfthis Agreement. In addil1on,
GRANTEB ,hall ensure Ihal any 1e,1 prope~y under GRANTEE's control that was
acquired or improvro in whole or ill part with CDBG funds in exec" of S25,ooo is
c.ithef~
(a) used 10 nl"'l one of Ihe n"lional obj«ti'" in 24 CFR 570.208 until fiye years
a.fter 'cxpiralion of this Agre,cmc.nt J or for $uch longer period of time as
delerrntned appropriate "'twndor by GRANTOR; or
(0) is dispoS«! of in. manner which resuit, in GRANTOR bcin8 reimbursed in the
a,mount of the then curre{lt fair market value of the property less any portion
lhe(wf at1ributi\ble (0 expendil'lJre.s or oon·CDBG funds for acquisition of, or
improltemenl to, (he PfClpcrt)',
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IUULJUULILI:Ll:
Bll'I'WBBN TIlE CITY OF PALO ALTO l\m)
'l'JfB URlllU! MINISTRY OF PAr.o M.TO
FOR SBRVICES FOR 'l'JfE HOMELESS
FISCAL ~ 19~4·1995
A?TACIfNBNT 3
THIS MRBBNElIT is ""de and eote<o<l into this ___ day of
• 1994, by and b~t"ieon the CITY OP PALO ALTO, a
municiPal corporation of Cnlifornia, hereinafter :ref.erred to as
I!'CI'TY,A and the lJRSAN MINISTRY OF PALO ALTO~ a nonprofit
corporation under the laws of the StatEr of California, 'Which
address i8 Post Office Box 21.3, Palo Alto. Califonlia 94303.
hereinafter referred to as ·CONTRACTQR-;
WHRRRA.S. CITY has arpU.ed for funds fl.-o:_' the federal
government under Title 1 of the Housing cUld CO:1":f:llllity Developfnent
Act of 1974, Public Law 93·383, as amendf.!d; ,llld
WHEREAS, CIt'Y desires to l-etain &eLvices related to
providi.ng er{\ergency food. shelte:r and social services for the
horn91ess population; and
WHRR3AS, CITY desires to engage CON"T'RAC1'OR to provide
these services by reason of its qualifications and experience for
perfct1ning e.uch services, and CON'TRAC'fOR has offered to provide ·the
requi~ed ·services on the terms and in the lnarmer set forth herein;
NOW, THBRRFORR, in considt=r.ation of their mutual
covenants, the parties hereto i\g~:ee as follows:
(a) The word -City" as used in this Agl..-eement shall
mean and include all. the territol."'Y lying within the municipal
boundaries of the City of Palo Alto. Cal iforllia~ as pr-esently
exi~ting, plus a1 J. t-erritory which may he added thereto during the
te:tm of this Agreement by annexation or otherwise.
(b) The term -Ciq-' Council-shall m.ean the duly
elected or apPointed members of the: Council of the City of Palo
Alto, California; acting pursuant toO the proV19ion$ of the Palo
Alto Municipal Code and the Cha.rte.~ of the City of Palo Alto.
(c) The term -City Manager" shall mean. the duly
appointed Cit.y Hanag-cr of the City of Palo Alto, California, or. her
designated representative,
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(d) The tel"TIl "City Clerk'" shall mean the duly
appointed City Clerk of the City of palo Alto, California~ or her
designated reprRsentative.
(e) The term "City Risk Manager-shall me-all the
duly appointed Risk: .fI-Janager of the City of Palo Alto. California.
or his designated representative.
(f) The term ·City Director of Finance-shall w.ean
the duly appointed Director of Finance of the City of Palo Alto,
California, or her designated rep.fesentative.
(g) The term ·City Auditor" shall m(~aJ1 the duly
appointed City Auditor of the City of Palo Alto~ Califorriia. or his
designated representative.
(a} c...i~. The City tt.anager shall be representative
of CITY fOl" all purposes under this Agreement. 'I'he Di t-e-eto): of
Planning and CO!1l[tltmity 8nvirorunent is designated as the PROJSer
MANAGER for the City Manager, and shall supervise the prCY::p __ ess and
execution of this Agreement.
(b) QQ~_~. CON'rRi\CTOR shall assign a single
PROJECT DIRECTOR t.o have overall responsibility tot.'" the p1:"ogt.'"es.9
and execution of this l\greement fol." CONTRACTOR. The S:xecutive
Director of CONTRACTOR hereby is designat~d as the PROJ8CT DIRRC1'OR
for CON'l'Rl\CTOR.
(c) m,rutl!. CONTRACTOR shall provide the PROJECT
Mk'4AGER and others specifically request.ed by the PROJEC'l' MANAG2R:
with free and easy access to all facilities and activities of
CONTRACTOR hereinafter described. The PROJRCT MANAGER and others
specifically requested by the PROJECT lo"..ANAGSR shall COOrdinate euch
access with CON1~ACTOR.
3. 0ITIBS OP CQlITMcrQB,
(a) ~ Qf Se}::vice~. Ullde:r thin Agreement.
CONTRACTOR shall provide the services set forth i,n the documEnt
elltitled "1994·95 Scope of Services,· attached hereto as Exhibit
IIA" and incorporated herein by this refe:t __ ence.
(b) MID...U.Q!lU,Se>v.i£M. In addition to providing
the services set forth in Exhibit A hereof, CmrrAACTOR. shall use
its best efforts to do the following under this i\gL"eement:
(i) .c9M9i1l'ltion , CONTRACTOR sha} 1
coordinate its services with other existing organizations providing
similal:." sel:.'Vices in order to [oster comnmnity cooperation and to
avoid unnecessary duplication of sel:.vices.
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(ii) Pl."oject llfanager. CONTRACTOR shall
fully cooperate and communicate with the PROJBC1' MANAGBR relating
to the seIVicea provided under this Agreement r areas of concern.
and the! irnpact of the ,services under this Agreement on residents of
CITY, CONTRACTOR ahall confer with the PROJECT MANAGER conce~ning
the operation of services and Bhall dul y consider reasonable
directions and suggestions made by the PROJECT MANAGER ~t such
confe~ence8 ,
(iii) ~ging. CONTRACTOR shall seek out
and apply for ot.her sources of revenue in support of its operation
or services from county, state, federal and private sources,
Unless deemed inappropriate by the PROJECT t-wlAGBR, CITY shall
support CONTRAC'TOR in its search of grants, funding. or other
income by serving as a sponso:d.ng agency. by provid.ing lettel·s of
support, or by rendering advice on applications for grants. The
receipt of such funds shall be reported as pt.'ovided in paragraph
4 (e) he,"eof.
(iv) ~~. CONTRACTOR shall adhere to
all. applicable safety standards and regulations to enSU1·e that all
its services are provided in a safe manner. CON'l'RACTOR sha}'l mak.c
periodic safety inspections and provide training to staff using
fire prevention, safety, building inspections and other consultants
as available.
(v) ils.lm~iliJlsmlill.L...9L--l:ity_tundin9.
CONTRACtOR shall include an ackllowledgment of CITY funding and
support under the federal Community Development Blod, Grant
(IICDBG") progr.am in all appropriate publicity or publications
regarding its services uRing words to the effect thab, IIser-vices a.r·e
provided in cooperation with the City of Palo Alto" ·or "through
City of Palo Alto CDBG funding" as approved by the PROJBCT MANAGER.
(a) £iJl!~g,l Res pontiQl..Llli.e.l! .
(1) FiSCAl Agent. CON'rRAC''f'OR shall appoint
a fiscal agent who shall be responsible for the financial and
accounting activities of CONTRACTOR, including the receipt and
disbursement of CON'fRACTOR fUllds.
(ii)
its board of directors a
review and by oS ignat ure
bank account balances of
I!:easUrer. CONTRACTOR shall appoint from
treasurer who no less than monthly shall
approve all receipts, disburscm('.nts and
CON'i'RACTOR .
(iii) System.oL.AccQ..!,wt!l. CONTRACTOR and its
fiscal agent shall establish and maintain a syste,ll1 of accounts that
shall conform with generally accepted principles of accounting and
with all federal CDSG funding requiremento for budgeted funds,
Separate accounts for identifying receipts and expenditures shall
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be maintained for all CODG funds received under this Agreement.
All records and accounts related to this Agreement shall be
available for examination or audit by CITYis representat,lves from
the Finance Department and Auditorls Office i and staff frem the
federal Housing and Urban Development Depat"tment ("HUD~l. during
(~NTRACTOR's regular working hours during the ter.m of this
Agreement Q.nd for three (3) years thereafter. Such system of
accOI.mt.s shall be sllbject to the review and approval of the City
Di.rector of Finance and thp.: City Auditor.
(iv) i~.r.Qsu.~ncome. CONTRACTOR rnust
accurately account for any program income generated from the use of
CDBG funds I as defined under 24 Code of Federal Regulations Section
570.500, as amended, and report the income to CITY and HUn in
accordance with 24 Code of Federal Regulations Part 5·}()~ the "COOO
Final Rule-. Such program income 9hall be returned to CITY ill
accordance with 24 Code of Federal Regulations section S70.504(c).
as amended.
(b) RecQrds. CON'rRJ\croR shall ma.intain adequate
and accurate l,"ecords, in accordance witll generally accepted
accounting principles and all CDBG funding requirements, including
but not limited to books l financial records, supporting documents.
2tatistical records. pct"sonnel records~ real and personal property
records, and all other pertinent records sufficient to reflect
pt'opedy (i) nll dtrect arLd indirect cost of whatever nature
claim€d to have been incurred and antiCipated to perform this
Agreement, (ii) all transactions under this Agreement, and (iii)
all other ln3.tters covered by this Agreement. CON'TRAC1'OR shall
preser.va and make available such records until the'~xpiration of
t,hree (3) years from t.he date of final payment· undet" this
Agreement.
(c) Reports, CONTRACTOR shall provide CITY semi·
annual activity reports,on the fifteenth (15th) day after the close
of each six·month period. covering the preceding half ·yeat· and such
othQr information a9 the PROJECT MANAGBR may request. The final
semi·annual report shall cover not only the preceding six months
put also the entire yel'lr. Each report shall be prepat"ed in the
form Agr.eed upon by the PROJECT MANAGBR and CONTRACTOR.
Cd) Alli!epenQ@L .. &i(ljJc. CONTRACTOR shall provide
for an independent audit of its t.ransactions~ records, and
financial repol.'ts. The audit shall be completed at least every two
(2' yea~s, starting August 31, 1994. The audit shall be conducted
by a certified publj.c accountant (the "CPA") in conformance ~ ... ith
generally accepted accounting principles. Audit reports shall be
.oubmitted by the CPA to both partJes. The scope of each
independent audit shall include aUditing tOl.." compliance with or,m
Circular /'0.·133.
'e) Ev!l9.S ReceiveLtl."Qm Other Sour:,C;.M, Funds which
are .rr.ade available to CONTRACTOR from sourCes other than CITY
through a contrac:t between such Source and CITY or between fJuch
source and CONTRACTOR shall be subject to the same fiscal procedure
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stated herein unless special procedures are called for by any such
SOlJt"ce. Income to CONTR1\CtoR in the form of fees, direct
contributiollS and any other (orm of monetary program support must
be shown "in th.e records of the fiscal agent in a manner acceptable
to the PROJECT VANAGBR,
5 • QR\lmU1\TJ;QRJ)~ CONl.'RJlCIQ8.
(a) !&irR2llJ;.tQD-<l.CCQ,'ITlllLCffiR. Throughout the term
of this Agreerr-.ent, CON1'RAt"COR shall k:emain an independent,
.nonprofit coxpor..:\tion under-the laws of C(llifornia governed solely
by-a board of directore~ .with up-to-date bylaws which conta::tn the
structure and pl.'OCedUl.'cB of CON'J'RACTOR. CONTRACTOR shall operate
by its bylaws. Any changes in CONTRACTOR' 9 articles of
incol-poratioJl:, bylat.·p, or tax-exempt status shall be reported by
CONTRACTOR immediat~ly to the ~ROJECT MANhGRR. No member of the
bOard of directors of CNrrRlt.CTOR shall be a paid employee, agent,
SCl:VaJlt
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or subcontractor of CO;-"'TRAC'TOR under tllis Agl.-eemellt dllring
all or "any part of hLs or her temn-e (IS a member of the board ot
directors of CONTPACTOR.
(b) !Z;r,pQ~i.t!Y)LQL~.nL2Ll?Jx.l)cto.n!, The board
of director:s of CO~"'rRJ\CTOR sh~ll incl\ld.a representation from the
broad~st possible cross section of the corrlnunity including: those
with expertise and interest in CONTRACTOR's services,
representatives fro.'1l signi ficant corrv.1urtity organ! zations interested
in ('ONTRAC'f'OR's I1ctviC'ea. and·UBel."S of CONTRACTOR'S services.
Ie)
shall keep minutes
of directors,
Mil)l.lt j)jL2LY&l!UngJLQLC@J'll.1\I."l:Q!\. CON'rRACTOR
of all regular and special meetings of its board
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(d) i'.Qrupm1tY_J.llY9)vemCnt, CONTRACTOR shall make
n..a.ximum feasible effort to assure convnunity involvement in the
plans' and activities provided under this P.greement.
fu'1Y repottg~ infon":l.tiol1. data. or other material
given to, or pl:epared Ol-aS8c>mbled by, CONTRhCTOR or its
subcontractors .. ' if any, UllcJer this Agreement fol." CITY shall be the
prope"rty of CITY and shall not be rMde available to any individual
or organ12::ation by CONTRAC'TOR 01." its subcontractors~ if any.
without the prior written approval o[ the PROJECT MANAGER. In the
ovent of tcnnination, CONTRAC1'OR snaIl give to CITY immediately one
(1) copy of any and all studies. reports, information and any other
data, whether or not co,'npleted. prepa:t:'ed .1.11 connect ion with this
Agreement., which shall be the permanent property of CITY.
CrTY shall fUrnish CONTRACTOR with all l"eadily
available background infon'l1.;""ltion and data relevant to CITY.
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8 . llODGET 1~.Q}U'IDiMnOJl.
(al ~gg~,. CONTRACTOR'. contract budget for the
telm of this Agreement 10 attached hereto as EXhibit "'S" and
incorporated herein by this reference, Expenditures by CONTRACTOR
for services hereunder shall substalltially conform to said budget
unless the prior written approval of the PROJECT M}i.UAGER is
obtained. The budget must be developed and cornpl ied w1 th in
accordance with the schedules, pt"ocesses and tonr.at established by
CITY staff.
'b) ~"ensatlQ1}. CITY agr-ces to l;oo.pensalc
COlfl'RACTOR for the full performance of its services under this
Agreement in accordance with Exhibit "'8"', in a total Gum not to
exceed Fifty Four Thousand Dollars ($5<.1)00) in CDBG fun.ds. ""l.Hlds
committed under the COSG pr-ogram are contingent upon CIi .... receiving
the intended appropriation from HUD.
(c) ~_ntJ~;_" __ b'y __ C'_IT'(. 011 the billing {on,. provid"-ld
by CITY. CmrfRAC'I'OR shall submit a bill by th~ O.!th (SthJ ,"'or-king
day of each month for setVicC9 provided unctel" thi.s 1l9r'Ce~.&.nt during
the preceding mont11. The bill shall speci(j' actual (>xpenditll1:es
directly related to this Agreement in acco)"dancc ..... ith Exhibit -I1.
CONTRACOOR shall account for all>' pr09ram jnco:;',€'. as define-d in
Subsection Sea) (iv) heTcof, in each bil1in9' and sllall reduce the
billing to CIT'f in an amount equal to the excess prognt:1. inc(',..-:1'1e.
If indirect costs are charged, the bill s)la2l also specify the
approy~d indirect cost rate charged by CON1'MCTOR. The indirect
cost rate shall be determined under an indirect cost allot<ltion
plan for determining CIT'l~ s i\ppropri~te shRre of CON1'R,ACT'OR' s
administrative costs. CONTRACTOR sllall develop an indirect cost
allocation plan in accordance with OMS Circular A-132 r subject to
CI'fyl s review and approval of the plan.
Ca) Te.tlTJ. Thr.: term of this Agreement shall
commence on July 1, 1994 and expire on June 30, 1995 r unless this
Agreement is terminated sooner as provided herein,
(b) ~at.iQn. Eit.her {)i,rty Ci'ay terminate this
Agr~ement at any time', with or without cause l by giving thirty ,30}
days' written notice thereof to the other party. Bither party may
also terminate this Agreement for convenience, in accordance wIth
24 Code of Federal Regula.tions Part. as, section 85.44.
Notwithstanding the foregoing. CITY may irrrnediately suspend or
tenninate this Agreement, in whole or in part, if CON'!'RACTOR
J'(I.d.terially fails to comply with any term of this Agreement, or with
any of the rules, regulations or provi..lions rnf~rred to hexein~ In
such event. CITY may also pursue any other remedies provided b~'
law. including those specified undet" 24 Code of Feder-al Regulations
Part 85, Section 85.43.
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(a) Assignment.. Both parties sh~U. give theit.-
personal attention to the faithful performance ot this Agreement
and shall not assign, transfer, convey, Ot.' otherwise dispose of
this "Agreement or any J:ight, title, or interest in or to the same
or any part thereof without the prior writ.ten consent of the oth.er
party, and then only subject to such terms and conditions as the
other party may require. Po consent to one assignment sltail not be
deemed to be. a consent to any subsequent assignment. Any
assignment without such approval shall be void and, at the option
of the other party, shall terminate this Agreement and any 1 icense
or privile.ge granted herein, This Agreement and (l.ny interest
herein shall not be assignable by operation of law without the
prior written consent of the other party.
(b) SJ.!..1:J&.Qll.ta:~.QTSi h'mploy~. CONTRACTOR shall be
responsible for employing Ot' engaging all persons necessary to
perform. the services of CONTRACTOR he:reunde:L No B\Jbcont.ractol" of
CONTRACTOR will be recognized by CITY as such; rather, all
subcontractors are deemed to be employees of CON'l'RACTOR, and tt
agrees to be responsible for their perfollMnce. CONTRACTOR shall
give its personal attention to the fulfillment of the provisions of
this Agreement by all of ito employees and subcontractors, if any,
and shall keep the work under its contrOl. If any emploj'ee or
subcontractor of CONTRACTOR fails ot" refU,qes to carry out the
provisions of this Agreement or app~ars to be incompetent or to act
iTl a disorderly or improper manner. he shall be discharged
inunediately from the work under this Agreement on demand of the
PROJECT MANAGER.
11. CON!tLICT OP~ll,!;'~'r1 IN1l11P~Ii!IT_.cJ).irr..1!l\ITQl!,.
(a) ~~ of Int.erJ~,~.t.. CONTRACTOR covenants
·that, wit.h respect to its services under this .Agreement funded with
CDBG money, CONTRACTOR ahall comply with the proviSions of 2~ Code
of Federal Regulations Section 570.611, as amended, concerning
conflicts of interest. Specifically, except for the use of CDOO
funds to pay salaries and other related administrative or perBoonel
costs, no perf;lOn who is an employee~ ag"ent, consultant, officet.',
or officiid of CONTRACTOR who exercises or has exercised any
functions or responsibilities concerning the COOO activities under
this Agreement, or who is in a position to partiCipate in a
decisionmaking process or gain inside information with regard to
such activities, may obtain a personal or financial intet.-est or
benefit from any CDBG activity, or have an interest in any
contract, subcontract or agreement with respect thereto, or the
proceeds thereunder, either for him or herself or for those with
whom he or .she has family or business ties. during his or her
tenure or for one year thereafter.
With respect to all of its services pt'cvided under
this Agreement I com'RACTOR covenants that it presently has no
interest and sllall not acquire any interest, direct or indil'eet.
financial or otherwise, which would conflict in any manner or
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degree with the performance of the services hereunder. CONTRACTOR
further covenants that. in the performance-of this Ag.t"eement, 110
subcontractor or person having such interest shall be employ.ed by
CONTRACTOR. CONTRACTOR certifies that no one who has or will have
any financial interest; under thiB Agreement 'is au officer or
employee of CITY.
(b) J..OOependent --.Contractor. It is further
expressly agreed that, in the performance of all of the sexvices
under this Agreement, CONTRACTOR shall at all times be deemed an
independent contractor and not an agent or employee of C1TY.
No discrimination shall be made in the employment of
persons under this Agt'eement because of the age. race, color,
national origin/ ancestry. re'ligion/ sex. disability or sexual
preference of such person. Similarly~ no person shall be sUbject
to discrimination under any part of the services provided by
CON'I'RACTQR under this Agreement on the basis of the age~ race,
color. natiOJlal origin~ ancest.ry. sex, religion~ disability or
seXl..lal preference of such person. rf the value of t.his Agreement
is; or may be, Five Thousand Dollars (.$5/000j or more, CONTRACTOR
a9rees to meet all t"equiremellts of the Palo AV_o Hunicipal Code
pertaining to nondiscrimination in employment and to compll2'te and
submit the "Compliance Report--Nondiscrimination PJ.·ovisions of City
of Palo Alto Contracts" on the form fUl"nished by CITY.
CONTRAC. ... .roR agrees t.hat each agreement for services
from independent providers shall contain a provision substantially
as follows:
"PROVIDER shall provide CONTRACTOR .... ".ith a
cert.ificate stating that he (or she} is currently in
compliance with all Pederal and State of California laws
covering nondiscrimination in employment; that; he {Ot'
shel will pursue an affirmative course of action as
required by the Affirmative Action Guidelines of the City
of Palo Altoi and that he (or she) will not discriminate
in" the employment of any person' under thi~ contra·:.t
because of age, race, color, national origin, ancestry,
sex~ religion. disability or sexual p'reference of such
person. "
If COllTRACTOR is found in violation of the
nondiscrimination prov~s10ns of the State of Ca.lifornia Fair
Employment Practices Act or.-similar provisions of federal law or
executive order in the perform:lnce of this Agreement~ it. shall
thereby be found in TMterial breach of this Agreement. Thereupon,
CITY shall have the power to cancel or suspend this Agreement / in
whole Ot" in part, or t,o deduct from the amount payable to
CONTRACTOR the sum of Twenty-Five Dollars ($25) fqr each pel."son fQJ~
each calendar day during which such person was discriminated
against/ as damages for said breach of contract, or both. Only a
finding of the State of California Fair f:mployrnent Practices
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COfrll'lission or the equivalent federal
constitute evidence of a violation
9ubparagraph.
agency or officer shall
of contract. under this
If CON'l'RAC'l.XlR violates the nondiscrimination
provisions or this Agreement or tlJC applicable Affil1Mtive Action
Guidelines pertaining to this Agreement, CONTRACTOR ohall be in
material b::each .of this Agreement.. 1'hereupon j , ClTY shall have the
p¢wEn.' to cancel or suspend this ll.greement, in whole or in part. or
to decluct fn)m the amount payable to CO.r-..'TRP.CTOR the snm of Two
Hundred Fifty Dollars ($250) for each calendar day during which
COm'RJ\CTOR faUs or has failed to comply with such
nor:d1£1cdmination provisions or the affinnative action guidelines
as damages £o~ said breach of contract, or both.
{aJ Jl>11lLJll!xlJIJ'lru!. CON"fRACTOR hereby ag,'ees to
protect. indemnify. defend and hold harmless ClTY, its officers,
agents and employees, from and against ally and all demands,
l1ability~ damage, 10s9, cla.ims, or actions. including costs and
attornllYs' fee~. arising out of this Agreement, except to the
extent of the negligence 01: willful misconduct of CITY, its
officers, age-ntB, or employees.
(b) In.sul:ance CQveXjl.s~. CONTRACTOR, at its sole
cost and expense, shall obtain and maintain, in full force and
effect throughout the ent!re ten.\ of this Agreement, the insurance
.:overag6 described in EXhibit ·C", attached hereto and incorpor.ated
herein by this reference, insuring not only CONTRACTOR and its
subcontractoxB, if. any .. but also, with the exceptiqn of workers'
co('npolsation mld employer's liability insurance', CITY, its
officel"S; agents and employecs 1 and each of them with respect to
activities and services performed by CONTRACTOR for or on behalf of
CITY under the provisions of this Agreement.
(c) ~.!"tliicate=LQ!_JllS.y"um~~. Certificates of
such insurance, preferably on the fon]'.s provided by CITY, shall be
filed with CITY concurrently with the execution of this Agreement.
Said cer.titicates shall be Subject to the approval of the City Risk
~~nager and shall contain an endorsement stating that said
insuranc:c ;,S primary covet'age and wi Lt not be cancelled or altered
by the insur<Ar except after fiUng with the City Clerk thirt~' (30)
dpys~ -written notice of such cancellation or alteration, and that
t-h~ City of Palo '·dto is narned as an additional insured. Curl:"ent
certificates of such insurance shall be kept on file at all times
during the term of this Agreement with the City Clerk.
CONTRACTOR, by executing Lhis Agreement, certifies
that .it is aware of the provisions of the Labor Code of the State
of California which t"equire eve-toy employer to be insured against
liabUity for 'Workers' compensation or to undertake sOlf-insurance
in accol"dance with the prov:J.si'ons of that code, and further
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ceortifies that .it ~ill comply with such prOVl.S10nS beiore
co,wnencing the performance of the services under this Agreement..
CONTRACTOR sha 11 ;
Cal PrOC~tre all parmits ar.d licenses.. pay all
chargeo and fess, and glve iii}. J. notices 't.'hidl f!\:;"ly be necessary and
incident to the d\le and laliful pl-osecution of the services to be
pp.rformed by COm'RACTOR under this J\gl'-e.(,H'('Ient:
(b) Keep it,~elf fu~Uy inforiIied of all existing and
fut.ure federal, state and local la~s~ ordinances .. ').-egulations 1
orders. and decrees which n-..ay affect those engaged or e!t'lployed
under thig AgreerrrenL any materials used in COhl'RACTOR's
perfonnance under this Agreen-'.ent .. or the conduct of the services
under this Agreerr,ent,
_ 'c).At all times obse:t:v~ and co;nply 'With. illld cause
.;:,.11 of its flubcoJ:)tracto:.'8 and employe('s, it .any. to cllserve and
comply with, all of aaid laws. orain<lncP'G~ r~9ulations, orders and
decrees ttlentioned above.
(d) Irnmcdiotely report to the r'ROJBCT !'~A(jER in
writing any discrepancy or incQnsistef\cy it discovers in said laws,
ordinances. regulations, orders, and decr(!cs fnelltioiled above in
relation to any p-:oYiflions of or sorvices under this Agreen'.ent;
fe) With respect to CONTRJ\CTOR's use of CDBG funds
under this Agreement, (."omply .... itll all of the reqtlirerllcnts of Title
24 of the Code of Federal Re9\llations~ Part 570 of the HUD
regulatioll9: concerning the CDOO prog~--<lm and all fed€'l-al regulations
and policies issued pursuant to those regulations. ('ONTRACTOR sh2:0.11
also comply with the fe<;Jeral assurances set forth in Exhibit "D-to
this Agreement, ... ·hich is attached hereto and incorporated herein by
this reference.
16 , I!.1\IYl\RS •
The .... alvcl" by either pa:ny of any breach or
violation of any t.erm, covenant. O},-condition of this .i\greement or
of any provision, o!"dinance~ or law sh~ll not be deemed to be a
waiver of any other t.erm, covc!\ant, conditioll. ordinance, or law Ol
of any subseq\lent breach or violation of the same or of ar.y other
term, covenant, condition, ordinance~ or law. The subsequent
acceptance by either party of _ any fee or other money which may
become due hel-cuhder shall Ilot be deemed to be a waiver of any
preceding breach or violation by the other party of any term,
covenant. or condition of tltis Agt"ecruent ,Qt" of ."ny applicable law
or ord inanc4:~ .
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The prevailing party in any action brought to
enforce the terms of this AgL'eement 01' arising O\lt of this
Agreement may recover ita reasonable costs and attorney8~ fees
¢X:pcmded in connection with such an action from the othar party.
18. ~.
All notices hereunder shall be given in writin.g and
mailed. postage prepaid r by certified mail~ addressed as follows~
To CITY,
TO CONTRACToR,
Office of the City Cler~
250 Hamilton Avenue
Palo Alto. CA 94301
U:rbal1 Ministry of Palo Alto
Post Office Box 213
PJ.lo Alto, CA 94301
ATTN; project Director
This document contains all the terms and cOl"lditiol1.s
of the agreement between the pa:nies. Any amendments, alteratioJls
or variations of the teur'lS of this 1.greement shall be inv~lid
unless made in writing and signed by the partie:.'3 hereto. There ore
no other understandings, representations, 0.1' agreements, written 01'
oral, not incorporated herein. All provisions of this Agre~ment
expressly are made conditions. This Agreement shall supersede
Agreement No. 84044959 between the parties, This 1I.~reemellt .shall
be governed by the laws of the State of Califol·nia.
20 • Mli!EEMBm' B lIlD ItIQ •
The terrns j covenants , and conditions o[ this
Agreement shall apply to, and shall bind, the heirs, successors,
executors, adrninistratorn. assigns and Subcontractors of both
partiea.
n: WITNESS WH8REOF, the parties hereto have executed this
Agreement. the day 4l.nd· year th.-st above written,
ATTEST, CITY OP PALO ALTO
City Clerk MayOX:------··--~----------'~--
APPROVED AS TO FORM,
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APPROVED.
Assistant City Manager
Director of Finance
Risk Manager
APPROVED AS TO CONTBlI'l',
Director of Plannillg and
Community Environment
Attachments:
94CSll h~ 0020$54
Exhibit A:
Exhibit B:
gxhibit c:
Exhibit D:
8y:_ _ _____ _
It":_~,(-,. i\~(-\.,-
Taxpayer Identification
No •• , ••• 'J~l' J~
.~--
1994-1995 Scope of Services
1994-1995 Contract Budget
Insurance
Federal A~~uranceB
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EXllIHlT A
UIlIlAN MINISTRY OF -'>A.W ALTO
SERVICES FOR THE HOMELESS
1994-1995 SCOPE OF SIlRVlCES
·.
SRRV[CE.S: Contraclor shall provide the following servicts in conformance with the objoclivcs
and. requirements or the federal Department of Housing and Urban Development under the
Communily Development Block Grant (CDBG) Program and reimbursement of such
expenditures shall be from CDnG funds_
GOAL: Provide sec-tSs to a comprehensive anay of basic emergency assistance services and
coo n.selmg [f) 4,500 uL1<!uplic.ated indiyiduals who are homeless, very low income, or "in crisis· .
l'cograms shall include the -Rolling Estates" drop-in center; Arbor r"ree Clinic; Food and
CI~s Closels; Mail, [clepllOne and me.ss.age assistance; bus and :shower passes; Rotating
C~,urth SheJl.er, "Hotel de ZLnk"; case managemt:;nt and payeeship programs; and the Barker
HOlel pemlanent housing program.
OBJECTIVES:
L Coordinate services: and programs of the -Rolling F.slales Drop-In Center" for
individuals: in need. (4,.500 unduplicated individuals: served in ail programs.)
2. Administer the rotating church shelter (Hotel de Zink) prograpt. providing shefrer
for homele~s persons. (2.50 sheller nighls.) visits. •
J. Ptovide individuals in need with <llieast one S2ck of em~rgency groceries tlLIough
the Food Closet. (2,500 .. cks of groc<ries distributed.)
4.
5.
6.
7.
Provide individuals in nted with access 10 us.cd clothing through the Ctothes
Closet. (1.000 indivtdua~s served.)
Coordinate the provision of no-cost prepared me.1ls at various sites throughoulthe
City. (22.000 mealsserved.) .
Coord i nate a payeesIJ ip and rno ney management progmm for homeless indi" idu als
with disabilities. (50 individuals served.)
Provide in!ensivc short or long-Ierm personalized assistance to homeless
individuals or families, including case management assistance and referral
services to other human service and mental health agencies. (l00 individuals
served.)
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SEMI·ANNUAL REPORTS: Con'raclQr 'h11l pro,ill< ",mi·'Mu.1 ac'ivity I'e porn relating to
this Stop< or Seevi= for the periods ending Dc<:embcr 31, 1994 and June 30, 1995, within
fiOe<n (IS) days .f'er these dales. Each report shall CO"tr the prw,ding six (6) mon,h period,
,nd other soch inform"ion as the Proje« Manager may reques\. The final report shall focus
on the Precc.din8 Sf x (6) months, but also shall provide i.lrorm:ulon (1n contracl services for the
.ntire year. E>ch rcpOr1 ,halloo prcpa,ed in the fom. agreed upon b)' the Project Manager an~
Controctor.
EXHIBIT D
URlII\N MINISTRY m' PAW ALTO
Programs Cor Ihe lIomdess
1994-1995 CONTRACT IlUDG~~f
E'penses
D('.$Cription
Salaries
'Benefits
Payrot! Taxes
Insurance
Audit
Rent
Phone
Postage
Consultants, Staff Development
Travel
OffiO<l Supplies
EquipmenVMiscellaneous
Maintenan<:efRepair/Equipment
. Direct Services
Publications
TOTAL
Tota' hojO<!
!'toltrt~!il!lldiII
S21Q,95S
4,\,491
17,1~
$,500
5,000
6,0'J()
1,900
8,500
2,600
2,000
4,250
1,660
1,000
3,500
83,000
$421,252
Conjrfltl Budg,t
_'!::Q!!G f)'nM
549,000
5,000
"
$54,000
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t-~.~~~D~'-"'--·-... ---',.--·-"-'-----r---.----------------t----C----t---------t~~.~.~,~'~~-~!~II-. i~_~
A Inllnd Merine PAC 279918203 1I08l~4 1108/95
OfUflPtlOt1 Of Oo"DtUIO/'l'$lo.~u~m 1rilLUI1l'1~11J. ;"':"':;;-_____ .L.. ___ . ___ ,-----'--------------'--
Th, Certrficl~a t(older Is Nu'!d AI Acfditjorll' (nSl/ud AS. Ruputs j~.s
Art 1'111 ties Wi tn rhe Insured.
~Sii~_9b!~±!~~:;¥m~fm,?P%r.>PY :~:A~~~Xt: ;'£hi, i~'1 "C',#C4M~N~~,:.!, ;(;,;': ::::t':;,' :':{L, :::,: ,,\; ~ :.'~ ~. ~ ,_ ,:_-"-.~,.'..~_----.,.,j
CfTV OF PALO ALTO
150 -H~ltTON AV~NUE
PALO ALTO, CA 9430\
kl ~j()~O ... mo~ TI-E ABOVfDE~OPOlC'E"S BEC ... t.(:(llE09H'(X:t€ l~
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h' E:)(PQAlON O"'TF. rI-<£RfDF. HIE 1Ssu.'.j(} COUPAm WU EN:)EA\'O~ 10 n MA.l 30 OIt.Y$WRHIENNOTICE rOTHfCf~T'-IC ... Te:r()LDiJn"I..·,f:DIOT~
U to:r:-'BiJTFA'll.PE TO M.l.l. SU;.."'t. l\'OIICf $HA.tL t..'POS;" NO OElt':'HIO.',j(Y,t l~ LIAco,rOf AIWKWIJ>ON ~COf..?Atl'(.~~"aSOR:Rf:~$€NT.uMS
[!I W1lI~ilD Ul'QUViT R7 ' ~F _~k 093 5 26 OM
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STATE P.O. BOX 420S07. SAN FRANCISCO. CA 94"',0807 COM~.N.A."TIClN
IN,.V"ANe~
FUND CEI'lTIFICATe OF WORKERS' COMPENSATION INSURANCE
JUNE 8) 1994 POLICY:: NUM8EA:
CEATH'ICATE EXPIRES:
r
(tTY OF PALO ALTO
ATlN BLDG DEPT SUZANNB RICHARDS
250 HAMnTOH
PALO ~~TO, CA 94301
1-
218-931619
09/01/94
rNi i1 to Cfl1ifv Ih.al we N'It iuuEd ....... Iid WOlke'" ComJ)tnUlion inlurlnce politV in .1orm apPlo .. NI by the C',ljlifoln'lI
Ir,puIr'K. C))mm;~liooer to Iht-empJ.oyer nlmtd below fOf th. PO~ic:rcfUiod ir-dkHtd.
Th'1 policy is flOl iub;.-ct to u(l(:e~!atior. by Ihe Fund excepl upon MOly,' .adl'~nc.t ..... 'itun nCllice 10 tnt en,ployu.
30
We will .. liog:i~e you XRW d.""$· ad.'.nce nOliee should tiiil policy be ;;1rK:'e"<!d prior Lo iel Mrm,l upfraliol"l.
TNI C"Htilkel, of irllul2I''oCt is not.1'I inwrar'\¢l' po'i.:;)' ,n" does nol ~mend. utend 0( ,Iloti the OOI'UIoJt .tlor!:!,d by t~e
politiU Jin.ed Iw.eir'l. NOlwilh~tal"ldir.g 1iI0'1 re-quirrmenl, IHM, or c-oodilion 0' Irw (OntrfCI 0{ olher oocurmnl with
lti~t \() wf'1~rl thil artilic.atl! oj in~ulilnce may be i~w!d or may ptfllin, lht inlur,nce .allolded by tht POliciu
"',,,ii><o "".;, i, "bj.« to _" 'h, ""'''. 0«1"io""M co,d;"o", 01 .c<h POIiCi"'~~.' ~
. C/ rRESIDENT
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EIIDORSEMENr 12065 ENTItLED CERTIFICATE HOLDER'S NOnCE EFFECTIVE
09/01/93 IS At:rAC'H8D TO M'D FORMS A PART OF THIS POLICY. '.
fMPlOYEA
URBAN MINIStRIES OF PALO Al.TO.
A NON PROFIT CORP
PO BOX 21)
PALO ALTO, CA 94302
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(3)
(01)
(5)
EXHIBIT "D"
1994·1995 FEJ>ERAL ASSURANCES
BY REC1PlENT ("GRANTER") OF
FEDERAL COMMUNITY DEI'El.OPMHIT BLOCK GRANT ("CDSG") FUNDS
GRANTlill hereby as.sure.s .and certifies that:
IlJx~!%SeS legal <luthority to receive federal grant funds and to cany oul the proposed
progr,m(,) ."iMed Il\creby.
II'i gO\"tnlln8 b()1y has !july a'cq:Ja;J1lc<! itself "fiell the funds. applk:ation, includiJlg all
undusta;nd.i,ngs and a!>Sumnces wIll-ained therein, alld directed and authorized fhe person
id<'fl':ifie-d as the affida.) rtpre.stnlalh·c of GRANTEE (0 provide such additional
Lnfunll:1.tioll ilS mC\y 00 requlred hereunder .
. f! ron~nLs 10 accept the jurisdiction of the federal or C'alifomia courts f(,H' the purpmc
of e·n[un.:emcOl ofits responsibilities inlJ>OSed hemmee.c.
'The proposOO progf"d III ($) has be.en developed so as to gi~'e maximum fe<lsibl~ PllOlity to
<lC1h'itics. which will benefit low and moder.:!te income persons..
The ,""'ipl of '0)' program income, a, defln<<l in 24 CFR 570.500(a), as amende<!,
g{'neraled t:y the use of grallt funds under thi~ Agrcemenl., will be recorded. reported and
re{ume<!lo the Cil)' of Palo Alto ("GRANTOR") in accordance wilh 24 CFR 570.504,
as 3mtnded. "
(6) 1.1 will comply wilh the provi,ions se.1 forth in 24 CPR 85.43 and 24 CFR 85.44
regarding 1M susptMlon Qr termimllon of a gmnt agre.emenl for cause or convenience.
(7) 11.'\\'iU mainrain and rel,lin all books, documents, papers, financial, or other records
wh.ich are pc rtine n t 10 the gran t for a pcricxi of not less than three (3J years foltowing (he
expiralion of Ihis Agreement. GRAl\'TEE ,i@ allow GRANTOR and the U.S.
Dcp.lJ1mefit ()rH~:Jsing and Urban Development, through any au!horized represent.uives,
acce..$S to s~ch dOCUI1H:nt::!, pap(lIs and records.
(8) If GRANTEE is a primariJy re.ligious enlity. in conne(:lion with the prOVision of services
rcqUlre.d under this Agreement, GRANTEE ~"grees to comply with federal regl,lafions
spe<ifie<l in 24 CFR 570.200(j). GRANTIlE fu~her:
(a) will nOI dis.criminate .ag~ins.t any employee or applicant for employment on the
basis ofrcligion and will not limit employmenl argive prererence in enlplo),ll1ent
to pcJ:son5. all the bas.is of religion;
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(b) will not d1scrimillare a.&ain~t .UlY pcrsoll applyj"ng rOt :such scrvires on the basis.
or religion and wiIJ not IIIJlil such serviCes or give preference. 10 persons on the
basis of religton;
(c) wHl provide no retigious inslrucfion (lr tounseJing. conduct no religious worship
or serviCC'.s. t-Dgagc in no religious pn)selyliling, and CXCft nO other religious
inOuenc.c in tbe provision of such sefvice.s; and
(d) will en,u", Ih'l the pQI1i<m of GRANffill', facilHy 11«<110 provide Ihe service;
shall (OlHau, no religious s.)'nlt'Klls or <kcorations., olher than those permanently
atnxed 10 01 are part orlhe $!rucrurt.
n. GRANTf,1l allo hereby ."",es Ihal il ,h.lI:
(I)
(2)
Comply wiln the oondis.:rimifiatil)llpWsiJl(,lls. ofp\lbHc lay.' 88·352 {Tille VI of the Civil
pjghls ACl of 1964), .and the fai.r nousing pro,)~'isiQI1S of puhlic law 90·284 (rille VIlr of
the Civil Rights Atl of 1968) 11.00 E)',((u!iYe OrJe·f J 1063, as amended by ll~ecutl"c
Order 12'259, with rt-SJX'Xlto &"-\Ie, !rase or Ir"m(er 0f lalld ilcquir-:<f, clC'ared Of improved
wilh grant as.sisiance,
Comply wi!h jhe provisions or Socrion lOS!' of Tille] of !he Housing and CO.'llmunily
DeveJopmt..f1t Act of 1914 whkb proh.ibit discrimini\liotl.
(3) Comply IV.ilh the F.ir !loosing MI of 19S9 (42 USC 3601.-20), which prohibi"
di~C'.riflli'Ila!Oly hOlJsing practius bued on race, color, religion, sex, national Origin,
disabilily Or familiaI5!afus. '
(4) Comply with IheD.vis-BaN" A<I," .men<IM, Fedor.1 lllbor Stand,rd. provj,jons will,
respect to aJI constnJc:tton oontf8:CU in (:)I;CC-.lS of Two 1boo,sand DaHMS (52,000).
(5) Comply with lhe ""lvir<m<ol of Ih' ~10<X1 Dim"r Pmlcellon Acl of 1973 and Ihe
National Hood lnwrance Act of J96'8 .applkable (0· acquisition 'or conslruction projC<'ts.
(6) Comply with the re.JCX'.al;on and di~plai.·emenl Tt.quiremcnts of the Unkfonn Rclocarton
A"i!tance and Rul Prop:I1y Acquisition Policies Acl or 1970, as amended.
(7) Comply with provisions of Execoli\'e Ord!.'f 112~6, as amended by Executive Orders
11375 and 12086, on equal employment opportunilie.s. and afflO:lali\'e action relative to
emplo)'et--s and appliC'.anls and nonexempt conlr.tcis and subcontracls.
(8) Comply with 42 USC 4831(b), and 24 CFR 570.608 and 24 CFR Part 35 of 'he BUD
re,gulations j ;:;rollibiling the us.e of le.ad·bJsed p-"Iillt in Ibe C'()Mll1.lction or rehabilitation
of residential slnlclures..
(9) Comply with Ihe pro~'isjoIls of24 CFR Pare 14 which prohibit Ihe utilization of debar roo,
sllspended, or incligibte conlraC-lOJ$ or s~lbrctipklltS.
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{lO) Comply with the 1Jni[onn admLnistralivc re,quireme.n!s <llld cost ptinclpals of 24 CPR Part
85 and OMB circulars A-37, A-1l0, A-In, and A-128 and A-13) as lhey relal<·lo II;e
acceptance and use or federal funds by nonpron~ orga.'liL1rions J and as QdtclWls-!-may be
required under 24 CI!R 570.502, as amende<l.
(Il) Comply wilh Ihe requiremcnlS of 7.4 CFR 85.36 and OMB dreul" A-I!O with re;Pe<1
10 conllicl of inleresl, and as olherwise may be requlrcd undor 24 C!'R 570.611, as
rune.n<Jed .
. (12) Comply w ilh the proy i sions of the Haleh Act which pro hi bil lhe "SO of federal funds for
lobbying acHvilie·s.
(13) Comply wilh Section 319 of public law 101'121, "hieh genernlly proNbilS «dp;en" or
federal contra<:ls j granls or loan~ from using apprcprialM rUnQs for lobb)'Lng the.
exectlfive or the legislative branches of the f('dual: gcvcmlnr.nl in ronnC'(tion Y.'ilh a
specific contract, grnnt or loan. Ac(ordingly. GRAl\,7£E ~rfhy artifks [0 lhe ~JI
of jts knowledge and belief, that:
(14)
(a) No federal appropriated funds havc been p:.id or will be paid, b)' or (lfl Ixnalr of
GRAl'ITEE, to an)' person for influencirlg or aHernpting 10 influence 311 offka
or employee of any agency, a Member of Cong(e.ss, an officu or emplo)'t.( of
Congress, aT an cmploye.e of a Member of Congre.ss in cQfmc(tiof"t ~\'i!h Ihc
awarding of any federal conlract, Ihc-making of any fed(rai grant. the making or
any federal JoanJ the entering into of any cooperalive agreement, or the e.\[ension.
oonlinliation. rmewal, amendment, or modiHC".alion of any fooeral contJ<!cl. gr,Hit,
loan, or cooperative agreement; and '.
(b) Ifany fund, other than federal appropriated funds h,vc ""en I"id or "ill be paid
10 any person for influencing or'attemp:ing to jnfluC"oce anoflicN Or emplo)"cc
of any agency, a Member or Congress. an oftlcer or cmp!o)'e~ of Congrt!J.. or
an employee of a Member of Congress in '"'()nn~lio!i with thi$, (c('..era) conlract,
grant, loan OT cooperative agreement, GMNTIill shall comp.l\'t~ and submit
Standaru Fonn-LLL, "Disclosure Foron 10 Report lobbyJng" in .«<",'ance ,,:ill1
its inslruc;tiollS, . . .
Comply with: the Age Discrimtnation Act of 1975, as a.mr.ndcd, wh.ich sl!ll¢.'i Ihal no
persons in the Urute<l States shall, on the basis of age, be dc.nied Hie benefil" or: or be
subjected to -discrimination under, any program or activily recci\iing federal financial
assistance .
. (15) Comply wilh Section 504 of the Rehabililalion Act of 1973, whk-h prohibils discrimi·
nation against people wit11 disabilities in any federally a~sisled program.
(16) Comply with the Americ~1ns wilh Disabililies ACI o( 1990, as amended, and irnpJc+
menting regulations when published.
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(17) Transfer 10 GRANTOR any COBG funds on hand, and any accounls m:eivable allribut
able 10 the usc of CDBG funds, at the time of expiration 'of IhJs Agreement In addition,
GRA.'IffEE shall ensure Ihal any real property under GRANTEE's conlrol 1"'1 was
acquired or improved in whole or in part wi!h CDBG funds In c.xCC$S of S2S,OOO is
either:
(a) used 10 mMI Oll,e of Ihe national objecti,",;11 24 CFR 5'10.208 untU five ye.rs
after expiration of this Agreement, or for such longer period of lime as
detennined appropriate he~ndeI by GRANTOR; or
(b) is dlsp6s.ed ofin a manner whkh results in GRANTOR being reimbursed in the
amount of the then current fatr market value of the. property less any J)'I)rtion
thereof attributable to expenditures of l1on·CDBG funds for acquisition of, or
improvement to, the property_
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