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Home My WebLink About0309.095• > TO: FROM: o City of Palo Alto City Manager's Report HONORABLE CITY COUNcrL CITY MANAGER DEPARTMENT: PlAnl!illg aDd Comma Blty E amonmeBt AGE."'"DA DATE: J1.)'l\'E 19,1995 CMR:3G9:95 25 26 . SUBJECT: REOUEST APPROVAL OF FISCAL YEAR 1995-1996 AGREEMENTS WITH PALO ALTO HOUSING CORPORA nON FOR 11IE PROVISrON OF AFFORDABLE HOUSING SERVICES AND WITH URBAN MINISTRY OF PALO ALTO FOR SERVICES FOR THE HOMELESS Council action ;,. requested to approve 1he attached agreements wilh the Palo Alto Housing Co<pon6on (PAHC) fOr S81,100 lOr the provision of al'furdable housing services and administtatioo of the Citys Below Markel Rate (BMR) Housing Program; ane! wilh lkban Ministry of Palo Alto fOr $6(l,OOO lOr the provision of services lOr the homeless. REC~ENDAIlONS SIaff reccmmends that the City Council approve and authorize \he Mayor to execute the attached agreements between the City of Palo Alto and \he Palo Alto Housing Oxporatioo, and the City offalo Alto and Uroan Ministry of Palo Alto fOr fiscal year 1995-1996. POUCY IMPLICATIONS The attached contracts do ooC represen! any changes 10 existing City policy. EXECtITIYE S\1MMARY On May I, 1995, \he City Cooncil approved funding lOr the 199.5-1996 Community Development Block Grant (CDBG) Program. In<:luded in the CO!lG funding allocarioos were $31,11)() lOr the Palo Alto Housing CO<pocatioa's inf<'£mation and referral and other affordable housing services, and $6(l,OOO lOr Url>an MiniSlt)'. =-ices lOr !he homeless popUlation. The ilian Ministry contract includes $5,000 lOr a new drug and alcohol recovery program. The P ARC cootract also includes $50,000 from !he Housing Reserve fund to pay fOr the adminislIation 0( the City's Below Market Ra~ (BMR) program. P ARC bills the City fOr actual time spent on the BMR program inclucfmg sales, resales and rentals of BMR units; waffing fist maintenance; coosultation lOr units in default; ane! oIher administrative activities. h&elofJ .~ , ~ -.-' ~ .; . <, The SSO,OOO figure represents a $10,000 reduction from the $60,000 encumbered in the current Y""', since fewer BMR sales and resales ar. projected; and the BMR program oxpenditures lOr 1he first three quarters of the I ~5 fiscal year emounted 10 less than 526,000. FISCAL IMPACT Expenditures under the CDBG Progrsm will be reirnOOr.;ed from federal funds through the U.s. Department of Housing and Urban Development. The P AHC BMR program adminisL ... tion expenses will be reirnbucs.:C from the City'. Housing Reserve funds. ENVIRONMENTAl, AS.ys.5MJ:N]' For J>UlPOS"S ofdie California Environmental Quality Act (CEQA), the activities rov"red by these agreements are classified as categorically .xempt. For purposes of the National Enyironmental Policy Act (NEPA), the acthities are classified as exempt. AUACUMENTS I. Agreement with Palo A1Io Housing Corporalion lOr housing services and administration ofdie City'. Below Market Housing Program 2. Agreement with Urban Ministzy lOr !he p<OYisioo of serolices lOr the homeless. PREP ARID BY: Suzanne Richards DEPARTMENT HEAD REVIEW: ~ud£~ KTh"NETII R. SCHREIBER ',1 Director of Plamung and Community Environment a"'''''''''OO''''''OVAL, ~ FLEMING City ger cc: Polo Alto Housing Corporation lkban Ministry of Palo Alto ." . • ., ~:,,; , .- -' QTTACIlMUIT 1 L.G BIB X I B~ BBTlfEXN nm ex ry 011 PALO AL'l'O AND 'l'I!II PALO ALTO llotJSDlG COlU'OllAl'IOIiI POll !!otJSIllfG S!lllYICBS T.uS l\GREEl.I!ENT is made and entered into this __ day of • 19~5. by and between the CITY OF PALO ALTO. a municipal corporation of California.. hereinafter referred to as "CIT'ltl: -and the PALO ALTO HOOSING COR.PORATION. a nonprofit corPoration under the laws of the State of California, with offices at 540 .Cowper Street, SUite 4!Ol ... Palo Alto .. California .94301. hereinafter referred to as -CONTRACTOR-; • IT. ISS B T B; WHEREAS.. CITY desires t.o retain sendees related to providing housing in CITY for persons and families of low .. model'ate and middle in-come levels; and WHEREAS .. CITY desires to-engage CONTRACI'OR to provide these seriices by reason of its qualificat ions and experience for performing such se.tVices .. and CONTRACTOR has offered to provide the ~equired services on the terms and in the manner set forth herein; NOW, THEREFORB, in consideration of their mutual covenants~ the partIes hereto agree as follows: 1 .. PU nrlTrQHS ~ raj The word ·City-as used in this Agreement shall mean and include all t.he territory lying within the lIT'.micipal boundaries of the City of palo Alt.o, California, as presently existing .. plus all territory which Ir.ay be added thereto during c.he term o-f this Agreement by annexation or ot.herwise~ <b) The term "City Council-shall mean t.he duly elected or appoin·ted members -of the Council of the City of Palo Al~o, california, acting pursuant to the provisions of the Palo AJto MUnicipal Code and the ct~rter of the City of Palo ~to~ eel The term ·City Manager" shall mean the d;;ly appointed City Manager of the City of Pale Alto~ California .. or her designated reprEsentative .. fd} The term ·City Clerk-shnll mean the -duly appointed City Clerk of the City of ~al0 Alto, California, or her designated representative. 1 "." >. o (el The tenn ·City liisk Y..anager· shall mean the duly appointed Risk Ma~ger cf the City o! Palo Alto~ California, or his designated representative~ {f} The term ·City Director of Finan~e· shall mean the duly appointed Director of ~ini9trative Services of the City bf Palo Alto, California~ or her designated representative. (g) '!'h~ t..erm -City Auditor r shall mean the duly appointed City Auditor of the City of Palo Alto, california, or his designated representative. 2 • PRQJICT COORt; I}T).TXDN. (a) ~. The City Yar~ger shall t~ representative of CITY .for all. purposes under this Agreelnent. The Director of Plapning and Community Environment is designated as the PROJECT ~1'QJ3'ER fer the City Manager .. and shall supervise the progress and execution o,f this Agreement .. including the establishment of 'Work p~iorities in collaboration with CONTRACTOR~ (b) CbptractQr~ CO~~CTOR shall assign a single P~OJBCT DIRECTOR to have overall responsibility for the progress and execution of this Agreem~nt for CONTRACTOR. rne president of CONTRACTOR hereby is designated as -the PROJECT DIRECI'OR for CONTRACTOR " (cJ Acce5S ~ CONTRACTOR snall provide the PROJECt' MANAGER and others specifically requested by the PROJECT ~ER with free and easy access to all facilities and activities of the programs hereinaft.er described. 'rb_~ PROJECT MA....'iAGER and others specifically requested by the PROJECT MANAGER shall coordinate such access with CONTRACTOR~ Under this Agreement CONTRACTOR shall provide the services set forth in the document entitled ·1~95-1996 Program Year SCope of Services,· attached hereto as Exhibit ·A~ and inco~rated herein by tbis reference~ 4 ~ MAPD Xf'1PDSBIP~ (a} Board Members. (."Or."'I'R.AC'roR shall make its best efforts to have at least one il} ma~ber of its governing board of directors be a resident of a public subsidized low/moderate incorr~ houSing p~oject located in CITY and at ~ea$t QCe {l~ additional member of the board to bE a CITY residential tenant~ (b} Incerested Persons. NOt more than twenty-five t25} percent of t.be persons serving on tne governing board of ~CTOR may be -Interested Persons.-An Interested Person means any person currently beIng compensated by CONTRACTOR for services rendered to it whether as a full or part-time employee. independent 2 ." ",' . .. ,-~. consultant, or otherwise~ but excluding any rea9cr~le compensation paid to a director as director. 5.. ,fiscal. USpoSS rll:LlTX'I.$ iSCOBPS. UpQiTk...AHQ fa) F;aca1 Beappnsihilitjes. (i) fiecal"Agent. CONTRACTOR shall appoint a fiscal agent who shall be responsible for the finan-cial and accounting activities of CONTRACTOR... in'Cluding the receipt and disbursement of CON'I'RA.C'!'OR funds ~ Ui) its OOa.Id Of directors a review and by signature bank aC<'OUIlt bal~s of l-xeasurer. CONTRACTOR ehaIl appoint fram treasurer who no less than monthly shall approve all recei~s, disbursements and CONTRACTOR. (iii, system of AccOllDt.c::4 CON'!R.ACTOR and its fiscal agent shall establish and maintain a system of accounts that shall conforM with generally accepted principles of accountitlg and with all fe:de:ral Coomuoity ~veloprnen,t Bl~k Grant t"CDBG·) fu.nding requirements for budgeted funds~ Separate accounts for identifying receipts and expenditures shall be maintained for all CDBG funds received under this Agreement. ~1 records and accounts related to .this Agreement s-hall be available for eXa3kination or audit by CITY"s representatives from tbe Finance Depart~~nt and Auditor's Office" and staff from the fedez"al Housing and Urban Development Oepartmen·t {'Hro-.. ). during CONTRACl"OR l S 'regular working bours during the term of t.his Agreett'.e.ot-and for three (3) years thereafter.. Such system of account.s shall be sul::lject t.o t.be review and approval ~ the City Director of Finan~e and t.he City Auditor. (iv) Program Income. CONTRACI'OR must .accurately aCCOU.D,t for any program income generat.ed from. the 'Use of CDBG funds ... as defined under 24 Code o.f Fed€ral R.egu.lations Section 570.500 6 as arr.eooed... and report the incOU'.e to CIT'! and H"JO in accordance with 24. Code of FedEral Regulations Part 570 .. tr .. e .'COBG Final Rule'. Such program income shall be return~d to CITY in acco~dance ~th 24 Code of Federal ~egulations Section S70.SC4{c). as amended. 1'b} Jl;ecorda. CONTR.ACTOR shall maintain adeq->late and accurate records~ in accordan~e with generally accepted accounting ~ri~iples and all CDBG funding requirement~; in~luding but not limited to books ... financial records .. supporting documents~ statistical records. personnel records~ real anQ personal property records l and all other pertinent records sufficient to reflect. properly Ii) all. direct. and. indirect costs of .... hateve::r nature claimed t.o have been incurred and a.nticipated t.o perform this Agreement, (iil all ~ransactions under this Agreement" and (iiil all other matters covered by this Agreement. CONTRACTOR shall preserve aDd make available such records until ~he expiration of three (3) years [rom the date of final payment under this Agre-ement. 3 ee) Reports. CON'nACT-)R shall provide CI'l-"t semi annul.l activity reP<'Jrts on the fift€enth (l5thJ day after the close ~f each six-mooth period¥ covering the preceding half-year and such oth-er infonnation as the PROJECT MANAGER may req\Jest. T'ne final semi~annual report shall ~er not only tbe preceding six months but also the entire year~ OONTRACrOR shall also provide CITY ~her reports fram t~e to t~e as directed by CITY's PROJECT Mk~AGER setting forth CONTRACTOR's findings and coc~lusions_ Min~tes of CONTRACTOR's board weetings shall be distributed to all ~~erB of the City council through the City Clerk. Cd} Independent !pdjt. CONTRACTOR shall provide fo"I' an independent audit. of its -transactions, records. and financia.l reports. The audit shall be conducted by a certified public accountant (the ·CPA-} in conforman~e with generally accepted accounting principles. Audit reports sr...all be su.bmitted ~y the CPA to both parties. Tbe scope of each independent audit shall include auditic~ for compliance with OMB Circular A-133~ 6. PLEAS' Qr PSPOIi.TS AND DtF0RKATIW. Any reports, information~ data~ or other material given to¥ or prepared or assembled by. CONTRACTOR or its subcontractors¥ if any. under this Agreement shall be the property of CITY and shall not be made available to any individual or organization by CONTRACTOR or its 5ubcootra~tors, it any. witbout the prior written approval of the PROJECl' MANAGER. In the event of ~erminatiOD¥ CONTRACTOR sball give to CITY immediately one {l) copy .of any and all studieS .. reports¥ sketches" -drawings., .computations. and a~y ~her ~ata¥ wbether or not completed, prepared tn connection with this Agreement.. which shall be the permanent property of CITY. r .. DgTtgs Qr exn. CITY eMll furnish CONTRACTOR with all readily available background information and data relevant to CITY. 8. BUpGBT; COMPiNSAT.IQti; PA))I1WT. Cal PJ.;dgej::. CONTRACTOR's contract budget for the term of this Agreement i.:;: attached hereto as Exhibit -B-and incorporated herein by this referenc·e. Expenditures by CONTiAC1'OR for services hereunder shall substantially confo~ to said budget unless t.he prior written approval of t.he PRoJECT MANAGER is obt.ained. The budget must be developed and complied with in accordance ~th the schedules. processes and format established by CITY staff. {b} Corepensatioc. CITY ag~ees to compensate ~CTOR for t.he full performance of its service's under tbis Agreement in accordance with Bxhibit -S-, in a total sum not to exceed: Eighty Seven Thousand One Hundred Dollars [SB7.100}.. Such sum is financed by Thirty ~ven Thousand One Hundred Dollars {$37,1.001 in CDllG funds and Fifty Tho;;sand Dollars ($~(),OD'O) in • '''''~,--C-: ,~----,~,~.-, . .,..-:~-:"~--:-::-:-,....,....,...,,.. .... ':' . c "~~:~~i~~'~ , , ,-:.<;~~~ .. -';< ',', o CITY Housing Reserve funds. Fur..ds camUtted i.l.nder the CDBG prograre are contingent upon CITY receiviGg the intended appropriation from HUD. (e) Pal"""Pts W CITY. on the billing form provided by CITY. COI/TRAC'roR snaH submit a bill by the fifth (5th) working day of each quarter for services provided uMer t.his Agreement during the precedin.g quarter. Tho! bill shall specify actual expenditures directly related to this Agreement in accordance with Exhibit -B.· CONTRACTOR shall account for program income... as defIned in Subsection S(a) (iv) hereof. in each billing and snaIl redu'Ge t.he billing to CITY: in an atnOUn't equal t.o the excess program income. The bill s~l also specify the appr~ indirecc ccst rate charged by CONTRAC'l'OiL The indirect cost rate shall be determined under an indirect cost allocation plan, for determining CITY I s appropriate share of CONTRACTOR's administrative costs. CONTRACTOR shall develqp an indirect cost allocation plan in ac~ordance with CMB Circular A-122' .. subject to CITY's revieW" and approval of the plan. COtrrRAcTcR shall also submit to CITY for its review 1 with the ~erly bill, an accounting of all CONTRACTOR's COBG-related activities under this Agreement during the precedio-g quarter l t.o t.he satisfaction of the City Director of Fina..ri.-ce. ClTY shall pay CONTRACTOR withi~ t.hirty (30) .... orking days of receipt of each complet.e bill. 9 _ AGUnnnrr TERM; nRXIlD,TID!i or SESYICES_ fa}.I:..e.l:lI!-The term of this Agreement shall commence on July 1$ 1995 and expire on June 30 1 1996. unless this Agreemen-t is terminated sooner as provided herein. (b) Termination. Bither party may terminate this Agreement at arrf time .. with or without cause .. by 'Siring t.hirty (30) days· written no<ice thereof to the other party. Either party may also terminate this Agreement for convenience.. in accordance with 24 COde of Federal Regulations Part 85 1 Section 85.44. Notwithstanding t.he fcregoing. CITY may immediately suspend or t.erminate this Agreement.. in whole or in part.. if CONTRACTOR materially fails to comply with any te~ of this Agreement l or with any of the rules .. regulations or provisior~ referred to herein. In such event~ CITY may also pursue any ~her remedies provided by law. including those specified under :24 Code of Federal Regulatioc.s Part as .. Section 85 .• 3. 10 • )1OB!.SSIGHUn.u::I. This Agreement is one for personal services and cannot be tra~sferred ¢r assigned in .... hole or in pare by either party without the prior written consent of the otber party. 11. CONlLICT OF tNTEREST: IHPEPENPli'T CONnAC7'QR. fa} cooflict or Interest. CONTRACTOR covenants that .. with respect t¢ its services under this Agreement funded with CD8G money .. CONTRAC'IDR shall .comply with the proviSions of 24 Code !IS060I'~ .. 00101 I;! :. ' .. ,,', • s -'-. '. , , o of Federal Regulations Section 510.611, a.s ameo(led, concerning cobflic~s of interest. Specifically. except tor the use of CDBG funds to pay 6alaries and c<her related admiDistrative or personnel c''-sts .. DO person who is an employee .. agent I consultant, officer. or official of COb:"TRACTOR who exercises or haS! exercised any functiocs O~ responsibilities concerning the CDBG activities un~er t.his Agreement.. or 'Woo is in a position to part icipate in a decision making process or gain inside information with regard to such activities~ may obtain a personal or fina~ial interest or benefit from. any (DOO activity, or have an interest in any oCOC.trac-t. subcontract o·r agreement wit.h respect thereto. or the ~roceeds there~er .. either for him or herself or for those vitb wbom be or !!be has family or b'.lsiness ties, during his or her tenure or for ooe year thereafter. With respect to all of its services provided under this Agreement:., CQNTRA....."""I'OR covenants that it preseotly has no interest and shall not acquire any interest, direct or indirect. financial or ct.hervise~ vhich would conflict in any manner or degree with the performance of tbe services hereunder. CONTRACTOR further covenan,ts that., in the performance of this: Agreement ... no ~~ontractor or person havins such interest shall b~ employed by CONTRACI'OiL CONTRActOR certifies that no one who bas or viII have any financial in,terest uoder this Agreement is an officer or employe~ ~f CITY. (l::} rOOepeodenj CovtractoT. It is furtber expressly agreed that, ic the perfo~a~e of all ~f the ser.ices under this Agreement, CONTRACTOR shall at all times be deea~d an independent contractor and not an agent or employee of CITY~ 12. JJOm)ISCRiKlNATIOlf~ 'No discrimination shall be made in the employment of persons under this Agreement because of t.he age.. race. color. national origin, an<:estry, religion.. sex, diSability or se)(',Jal preference of such person. Similarly, no person shall be subject to discrimination under any part of the services provided by CONTRACToR.. under this Agreerne~t on the basis of the age, race. color, national origin .. ancestry ... sex, religion .. diSability or se~~al preference of such persoo. If the value of this Agree~nt is .. or ray be .. Five Thousand Dollars ($5.0'0'0) or more, CONTiA.CTOR agrees to meet all requirements of ~he palo Alto MUnicipal Code pertaining, to nondiscrimination in employment and to complete and submit the ·Compliance Report--Noodiscrimination Provisions of City of Palo ~~to Contracts· on the form furnished by CITY. CO~.CTOR agrees that each agree~~nt for services from independent providers shall contain a prevision substantially as follows: "JP'ROVIDEA sha11 provide CONTRACTOR with a certificate stating that he (or she) is currently in compliance with all Federal and State of California laws covering nor ... :Hscrimination in employment;;: that be (or 6 • >" '\"-,-,~- , ----,--,-,-------,-~- ':'.' '.-" -'. -.' .:; .. ~ ~ '; -, o sbel will purSiJe a.n .fflrr.a.tive course ot: action as: requ1red by t~~ Affirmative Action Guidelines of the City of Palo Alto; and tllat be (or she) Yill not discriminate in the employment of any person under this contract because of age, race" color" natlo~l origin, ancestry. sex, reli91on~ disability or sexual preferen~e of such person .• If CONTRACTOR is fouod in violation of the nondiscrimination provislocs of the State .of Ca.lifornia Fair Employment Practices Act or si~~lar proviSions .of lederal law or executive order in the performance of this Agreement., it shall thereby be fauLd in material breach of tbIs Agreement. Thereupon, CITY shall have the power to can~el or suspend this Agre~~nt.. in 'Whole or in part, or to dedl.lct from t.he a..!!'IOYnt payable to CONTRACTOR the sum of twenty-Five Dollars ($25' for each person fer each calendar day during whi.ch s'.Jch person vas discriminated against" as damages for said breach of CO!ltract, or both. only a finding of the State of California Fair Er"4'loyment Practices Commission or the equivalent federal agency or officer sF-oa11 cODstittite evidence of a violation of contract und~r this subparagraph. If CONTRACTOR violates the nocdiscrimination provisions of this Agreement or the applicable A![i~ative Action Guidelines pertaining to this AgreemeDt, CO~~CTOR s~~ll be in material breach of tbis Agreement. Thereupoo, CiT! shall have the power to ('.ancel or suspend this Agreement .. in whole or in part .. or t.o dedu-c-t from the amount payable to CONTRAC't'OR. the sum o-f Tve Bu·Ddred Fift.y Dollars ($250) for each calendar day during which CONTRACTOR fails or has failed to ccxnply ... ith such noodiscr~nat1on provisions or the affirmative action suidelines as damages for said breach of contract. or both. {a) Hold Ham" eaa. CONTAAC'I'OR hereby agrees to protect~ indemnify, defend and hold ha~Jess CITY~ its officers, agents and employees, from and against any and all demands .. liability, damage, loss, claims~ or actions, inc:uding costs and attorneys· fees" arising out of this .Agreement" except to the extent of the negligence of CITY" its officers 6 agents, or employees. (b} IDB11T3D"P coverage. CONnACTOR~ at its sole cost and expense, shall obtain and maintain, in full force and effect t.hrougbout tbe ent.i.re term of this Agreement.. t.he insurance coverage described in Exhibit ·C n • attached hereto and incoqporated hereiD by this reference. insuring not only CONTRACTOR and its su~ontractors, if any" but also, with the exce~ion of workers' oompensation and employer'S liability insurance, CITY, its officers.-agen·ts and employees, and each of them .... ith respect to activities and services performed by CONTRACTOR fer or on behalf of CITY under the prOVisions of this Agreement. 7 -- -~-.. -'-,' o {c} Certificates of Insurance. Certificates of such Insurance~ preferably on the forres provided by CITY, shall be filed with CITY concurreD·tly with the Exe-c-uticn of this AgreeI':leot. Said certificates shall be subject to the approval of the City Risk Manager and shall contain an endorsement stating that said insurance is primary coverage ar~ will not be cancelled or altered by the insurer except after filing with the City ClerK thirty i30) days' written notice of such cancellation or alteration~ and that the City of Palo Alto is named ae an additional insured. O~rrent certificates of such insurance shall be kept on file at all times during the ter.m of this Agreement with the City Clerk. 14 • pappas. tXMPENSATIOlj. CONTRACTOR, by executing this Agreement. certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code l and certifies that it viiI cOmply with su,ch provisions before commencing the per.formance o,t the 'Work ·of this Agreement. ~s . JiEyENSE Nm INDBlgUTY. Not'WithstandiDg any other provision of this Agreement ... in the event tl"',at one or more members of the board of directors or of the officers 0,[," staff of CONTRACTOR.. PARe Apartments. Inc .... PAHe california Park C~rporation or Arastradero Park Aparbl'.ents CQrporation are named in any suit .or other legal proceeding ariSing out of their activities .. or the activities Qf CONTRACTOR I with respect to the lcw/mOOerate income housing projects developed or acquired by OONTRACTOR 1 or with respect to CITY's 'Below Market Rate-Program. but not otherwise l except where CITY is plaintiff. and defense is not provided by an insurance ~arrier or carriers. or otbervise l of CONTRACTOR.. CITY~ or any other party. CITY agrees to conduct or provide such defense up to a maximum aggregate cost of TwO Hundred Thousand Dollars ($200.000} per occurrence .. including expenses for attorneys .. consultants, expert witnesses.. court costs. court reporters~ and otber items related to said defense. In the event that a final judgment is rendered against anyone or more of said directors, officers. or staff of any of said entities. CITY agrees to indemnify said directors.. officers .. -or staff up to said Two Hundred Thousand Dollars ($2oo,000J in tne aggregate per occurrence, less such costs of defense as may have been incurred. The obligations of CITY hereunder' are applicable only to the extent that defense and/or indemnity are not. provided by an ins'..lranc.e carrier or carriers. whether c,f CONTRAcroR .. PARe Apartments .. Iuc .• PP.BC California Park Corporation or CITY. and are limited to be those in excess of the defense or i.ndemnity obligations of said carriers.. and DOC othervise4 CITY's 001 igations hereunder do not extend to any criminal prosecutions or allegations based upon any ~her ~heory or cause of action for .... hich CITY would not be obligated to .. and would not custOlr.arily. defend and/or indemnify if the defendant or defendants were regular CITY employees~ CITY's obligations 8 • ./~ ." , '. hereunder shall ~i under any circumstance$~ exceed the aggregate sum of Two H\lOOret1 Thousand Dollars ($20,0 .. 000) per occurrence .. regardless of the number of claims. a~its. legal proceedings. or IlUInber of directors. officers .. ageD·ts .. or employees involved~ CITY may settle or corrpromise any claim .. suit or legal proceeding within the limits of CITY's: obligations hereunder~ on behalf of any defendant or defendants to which CITY's obligations apply~ The defense and indemnity obligatiOlls of CITY hereunder extend to any occurrence during the period this section is in force. regardless of when claims or suits relating to such occurrence or occurrences are filed. CONTRACTOR shall notify CITY immediately upon receipt Of information which leads it to ~lieve that a claim, suit.. or other proceeding under this section may exist. ~withstanding tne foregoing subparagraph~ CITY's Obligations set forth therein concerning PARe Apartments; Inc. and PAHe california Park Corpcratioc shall be in effect only so long as the boards of directors of 9u-ch entities remain identical to that of CONTRACTOR. 16. LAVs r-Q BE 0MB&yED. CONTRACTOR shall: ia) Procure all permits and licenses~ pay all charges and fees. and give all n~ices which may be necessary and incIdent to t.he due and lawful prosecution of t.he services to be performed by ~CTOR under this Agreement; (b} ~eep itself fully informed of all existiDg and future federal... state and local laws,. ordinances.. regulations .. orders,. and decrees which may affect those engaged or employed under t.his Agreement.. any Ulaterials used in CONTRACTOR's performance u-ooer t.his Agreement; or the COOC'.l<:t. of the services under this Agreement; (c} At all times observe and comply witb, and cause all of its subcontractors and employees,. if any,. to Observe a~ cooply with .. all of s·l.id la-..s .. ordinan.ces .. regulations .. orders and decrees men-tiooea. above; Cd) Imm-odiately repor~ to tbe PROJECT )~ER in writing any discrepancy or inconsistency it discovers in said laws. ordinan~es~ regulatioos~ orders.. and decrees mentioned above in relation to any plans,. drawings,. specifications,. or prOVisions of this Agreement; (e) With respect. to CONTRACTOR's use of CDBG funds under this Agreement. comply vith all of the require~~nts of Title 24 o,f t.he Code of Federal R.egulations.. Part 570 of the HUD regulations concerning the CDBG program and all federal regulations and policies issued pursuant t.o those regulations. CONTRJ!..C'I'OR shall also comply with the federal assurances set forth in Exhibit ·D-to this Agreement. which is attached hereto and incorporated herein by this reference. IlS06CI ~1l 0010812 • ~-. ! o 17 ~ wI.IYfii$. The waiver by either party of any breach or viOl&tion of any term~ covenant, or condition of this Agreement or of any provision. ordin.a1:lCe, or ~aw shall not be deelr.ed. to be a waiver .of any other term. covenant, condition, ordinance. or law or of any subsequent breach or violation of the same or of any ~her terms CQ¥enant,. condition.. ordinance.. or laW'. The subsequent acceptance by either party of any fee or other IDooey which may become due hereunder shall not be d-2emed to be a waiver of any preceding breach or violation by t.he other part.y of any term. covenant~ or condition of this Agreement or of any applicable law or ordinanc.e~ 1 B • COSTs AND: ArTORRYS I nBS ~ The prevailing party in any action brought to enforce tee terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys I fees expended in conn~ct.ion with such an action from the other party. l!L JiOTICBS. All notices hereunder shall be given in llIriting and mailed, postage prepaid, by certified mail, addressed as follows! To CrTY: To CQN"l'RACTOR: Office of the City Clerk City of Palo Alto 250 Harr,ilton Avenue Palo Alto. CA 34)01 Palo Alto HouSing COrporation 540 Cowper Street~ Suite 201 Palo Alto. CA 34301 ATTN: Executive Director :2 0 • ALTiMTiOV III AGUEKPIT; GOViRNIllG LAW. This document contains all the terms and conditions of the agreement between the parties. Any amendments~ alterations or variations of the terms of this Agreement shall be invalid unless made in writing and signed by the parties hereto. There are DO ~her understandings~ representations~ or agreerneots, written or oral. DOt incorporated herein. All provisions of this Agreement expressly are made conditions. This Agreement: shall supersede Agreemen·t No. CS070150 between the parties. This Agreement shall be governed by the la~s of the State of california. 21 ~ MBS!2"ENT:e nrnING· Tbe terms~ covenants, and ~ondition9 of this Agreement shall apply to, and shall bind. the heirs. successors~ executors~ admini!:trators, assigns and subcontractors of both parties. 10 '~')uOO1(JlIll -------f.,-~~ -;-.- c ~ 4'" , " ; , . IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first aboVe writtEn. Aft'SS'I'1 CITY OP PALO ALTO City Clerk Mayor APPIlOVE!) AS TO FORK. Senior Asst. City Aetorney APPIlOVED. Pl.LO ""TO HOOSDlG CORPORATION Assistant City Manager Dire~tor of Admin~ Services Risk Manager APPIlOVKl) AS TO COlIITENT. Director of Planning and Community Environment Attachments: Exhibit A: Exhibit B: Exhibit C: Exhibit D: 1995-1996 Program Year S~ope cf -Services 1995-1~96 Contract Budget Insuraa-ce Fed~ral ~suran~ees 11 , o EXHIBIT" A" PAW ALTO HOUSING CORPORATION (PAHC) AFFORDABLE HOtlSL'IIG SERVICES 1995-19% SCOPE OF SERVICES CONTRACTOR sb.all fOster and develop de<:_eot. safe and affordable hOllSing in Palo Alto "'hi<:h benefits low and moderate income pe""DS. To fulfill such ob~ves, CONTRACTOR sb.all peIfonn 1he fonowing servkes and activities under L'US agreement L COMMUNITY DEVELOPMENT BLOCK GRANT AClWmES CONTRACTOR sbaII provide the fonowing services in conformance with the objectives L,d tequiI<:ments of me federal Department ofHoosing and lltban O<velopmem under the Community Development Block Grant (Cooo) Program and reilnbur~menl of such expenditures sball be from moo funds: Adjrity.1 (.formation" Re(emt .. Admin1stration of a program ~'hich provides advice, counsel and infonnation 10 10 ..... income housing seekers regarding affordable housing options,. Services include acfvict 00 aval1able, affordable and/Of subsidIzed housing units... counsel on eligible subsidy programs and aVll11able services, referral 10 other local agencies and service providers. a..-.d, on an u.needed ~ to serve as an am'ocatc for individuals. Inten,ern: and provide roun .. o;eHng assistance or ref'erra11o appropriate agencies 10 low mcome tenants e<periencing problems and at risk of homelessness. Amc:ml Pro,ided: $19,300 Perfonnan<e Meosw-es: • 1,800 hOusing information and referral callers assisted annually_ • 200 walk-in infonnatiou and referral clients assisted annually. • 900 infonnation packets mailed annually. • 6 households counseled!assisI<d Aetlyjt 12. Directory IIld 1!rocl!ure; Update. and reprint the 1994 edition "r the boot'et "Direclory of Housing Services and Subsidized Rental Housing in Palo Alt" and Surrounding Communities"; and creale, publish and <f,stribute • Housing Services Broc~ure dcscnoing P AHC'I affordable housrng seJ'\oices and programs in order '" increase (ommunity a"rareness and outreach efforts. Amount Provided: SJ,500 Performance Measures: • Update information in current Housing DireclorJl and submit 10 Ci;y staff for ""ie..-by March I. 1996. • Print 1,000 copies oftl1e U~aled Housing DirecIory, and <f1Stn"bule 1,000 by June >0, 1996. _/ o Design • brochure descn1>ing P AHC llDUSing servias and progr.,ns and submit 10 City staff JOr n:viewbyJanuary3I,I996. • Publish 3,000 copies of the brochure and distribute 1000 copies by June 30, 19%. A¢VtIy n ""pert)' Ma'8&n',nt SyKtm: Review. analyze BrId organize property managemt!nt documents and procedures in order 10 streamline and update the existing property management >j'stem. The new Property Man"Eemenl System builds on the Asset Management Plan a.od Procedures Ma.,ual developed in the previous fiscal year and will increase the efficiency and eajladty of current P AHC s'.aff 10 manage the increased number of low .. income ren:al units in the P AHe portfufio. Amount Provided: S I 0,300 Performance w~: • Improve the P AHC residential leases, rental agreements, bOlL« rules, and rental housing appli<:a1ions through editing and organization. (October, 19'15 • June 30, 1996)- .. Obtain !egal review of an docu.."1lents to 'be sure current legal issues, such as discrimination. are properly considered. (October, 19'15· June 30,199;,). ... Obtain assistance to develop an t'llproved database system for w.-aiting list and appIlcatio[l procedures (July" Decornber 31, 1995). C<lmpulerize updated documents and enter waiting fist data. (Jul~' " December J I, 19'15). Total amount of CDBO assistance is $31.100; funds within activity ltIeas are estimates oruy and may shift. lL HOUSING RESERVE FlIND ACTIVITIES CONTRACTOR sIlall provide the fulk;wing services in conformance 'Oith the objectiv .. and requirements of the City of Palo Alto Housing Reserve Guidelines, and rcimbw><meDt JOr such cxp<nditures.haII be from the City's Housing Reserve Funds: AdMty fl, Below MJr\:d Bate (8MR) horum' Administer the: Cit).', BMR progTa..'"D in romp'fiance \\ith the Program Guidermes and in iI manner whlcl! inc:reases affordable: hO'JSing opportunities foe low and moderate: income residents. Amount Provided: 550,000 PerfOrmance Measures: • Advise and counsel and inform interested persons and housing seekers abom the BMR program. • Maintain the SMR waiting list .. Verify appEcant engibility and income criteria • Administer the sales, resales, and rentals of units in the BMR Prvgrnm in accordance "'ith Program guidelines. Provide assistance resolving B~1R situations in vNving defatl1t~ foreclosures, or other probfems. " Assist City staff in completing a comprehensive evaluation of the B'\-1R Program. ~ or ------_---~-...., ----.--'-, EXPENSE DESClUPTJON Sol.,.;., T .... El<nefils LegaJIAooliI Consulti.cg Advertl<ing Conr~rainI..,g OuesISqbscripttons Equipment R",!a/ :R.epalr5lMajotenanc.e Ccmputer Maint.. T~¥CK1e Offk" Expenso Out.ldoSeMces 1'o5Iag. Pri!:l.ting/DupUcating Mea. Tr:a\ld .,-.... Rent T."" Jnsur.nce ' Gcncnl '9lodcen COnlll1ns. TOTAL o LXHIBIT'B' PALO ALTO HOUSING CORPORA nON 1'195-'6 CONTRACT BUDGET PItOJEcn:D Bli~ET CDBGFtlNDS HOUSL"iG RESlER V[ fVl'on5 Sl95,261.oo $2:i.900.oo SI3,U2,OO 59,,298.00 $'.J50oo S5,SOO.OO 11.000.00 1',500.00 I',ar,o.oo 11,120.00 SI,685.oo 11.lOO.oo $2,000.00 53,300.00 $6,050.00 $6,200.00 5',200.00 $3,914.00 1300.00 1',80800 1',200.00 It,&25.00 $500.00 11,050.(1() 533,440.00 1225.00 $831.00 52,079.00 5303,002.00 53"1.100,{)o $5<),000.00 ! -. " -.' --,~ - Salaries will be billed at !he fol1owing I ates, based on !he approved indirect cost aIlee.tic,n plan, based on !he 613M3 P AHC audited financial statements. Salary figures may be re-,ised if an updated incf=t <O!I .!lo<affoo pIaD, based on !he 6130194 audited financial statements, is Sllbmined to and approved by City sIaf[ I. 2. 3. .(. Executive DirecIoc Property Supervisor FJ>Ca! MaDager Property I: Administral"".IVe Assistants S61.00ihour S4J.OOIbour $33.001bour S25.0M-00ur S<>hy.rt~ 5 !11 Camino Rul, ~ltos, CA 94022 -,- '. '.~ , 200 Palo Alto SOUsing Corporatioft S4D Cowper Str •• t, s~~te 201 Palo Alto, CA '.301 • ,~ '.- \ Corporatlon l A CoUfornh Non-Profit Public Benefit Corporation Attaehed SChedule.) City of palo Alto, It's Officers Agents , Employees Planning , C~unlty Environment P.O. eo" l02~C palo Alto, CA '4~03 aHCM.ILD IMf 01' THE" .l&o\l! t1nav6£C POUOb f.I! ~LiD.1KFOA1i nu=: DPWUT1ON.IU>~TH5R!iDI'.~E:~COMP!Uf'rIl'l!! 81' '..,11 .... iIIWolIi;Dl.:llNiLIIJI"t. -,.,-.. -/ c". ... ~"."P - -\ -, - . ~-. ---------. ~ . -- PART NtII!IIZlh flilS ENllOItSElI&Ii'1' CRARG!S {'HI! FOLICi. F'LEASE.READ IT CAIISroLL'l. ADDITIONAL INSURED -OESIGNATED PERSON OR OI!G.L'IUATION eDdorS&mefit modifies Insuranee provided under the follow1n9. COJDreIlCIAL GENlIRAL LIABILITY COVERAGS PART INSURE!> (SacHo" II) 1& amended to include .. a1\ insured the or9aA1satloD lhown In the SChedule a. an Insured but only with liabIlity arising O'ot of your ope .... tion. or premlse. owned by to },<,u. SCHEDIJLB PERSOM OR ORGAXI!A~lOK. of Palo Alto l It~. Officers, Agents' Employees Box l02S0 AU .... f'A '410.1 Cathy Siegel. SOusing Coordinator ISJ'E<:UL PROVISIOlfS. rights of .ub~.tion are hereby vlaved against the City of Palo Alto mellbero of the City CO<.tncil and elective or appointive otUe<>ra or ''''''P.'OJr''''s. wb"" actillg withi .. the .cope of their employment or appointment.' aqreea that any fnsurance maintained by the City of Palo Alto will ~~e ••• of. and not contribute tO I Insurance provided by t~ls • · ""~""'~~~:~:.I~~:t;j ~r !1~;;tIUI~~~~~m~ 21 Camino Real,. Sui te 20-0 Alto5. CA 94022 Palo Alto Housing Corpo~ation $4.1) Cowpe::r Str-eet ... S'.1ite 201 Palo Alto, CA 94301 City of Palo Alto 250 Eamilt.on AVI! P.O. Box 10250 Palo Alto, CA ~4J03 l.t .... !T2 1..c="~!<l:':; ~":l_! l,.~r. , ·!ljX·",."\,;~,. I.f'''':..t~~ }---'-------- ~nt»t c,,~ t\'E.~'7, 1)q; ~~:I ca.tn'~rWIu. E~~~ ~1\tV.J\.. tMY$ WRmVo "Cn=Ef'I)"tM! e!"!~'1'£ ~ ~o 1'O"C'HE:.D't. IMl"O'a ~ oaLJll.,l,nctII C., UkI;un EXHIBlT -D- 1995-1996 FEDERAL ASSUlLUICES BY R.ECIl'ffiNT ("CONnACTOR") OF .--, FFDERAL COMMUNITY DEYELOPMe.,. &.OCK GR-.o.NT ("CDB/Y) FUNDS A. CONTRACTOR hereby assures and certifies tha1: (1) II possesses legal authoriry 10 receive federal grant funds and SO CHrY OUI Il>e proposed prognm<s} assisted !hereby. (2) Its governing body bas "uly acquain.ed itself with !he funds appIkatioo. inclucfL,g all understmdings and =ranees OOlltained !herein, and direclOO and authorized !be f"""n iden.ified as !be officiaJ represeotat.'ve c( CONnACTOR SO provXle ".>c1i additional information as ma, he required hereunder. (3) h coosents 10 ac<ept Il>e j'msd.:tioo c( !he federal 0[ Cat-fornia courts for Il>e purpose of enforcement of its respollsibilitie> imp<>;ed hereunder. (4) The proposed program(s) l1iIS been <leveloped 50 as 10 give maxIinum feasible priority 10 acIlvilie> 1I'hk:h "ill benefit low and moderale income f"r>D<1S. (5) The receip c( any program income, as def.ned in 24 CPR 570.SOO(a), as amended, gener.iled by !he use d gran! funds under h'Us Agreement, ... ilI be recorded. reported and rcIllmed k> tbe City of Palo Alto ("CITY") in acoordan<:e "itk 24 CHI. 570.504, as amended. (6) It ",m cO<Ilply with !he provisions set forth in 24 CPR 85.43 and 24 CFR 85.44 regarding the :suspensioo: ()(' termination 0( a grant agreement for" cause ()( convenience. (T) II ",iD maintain and retain all books, documents, pare", financial, or DIller records "'biclt are f"runellllO tbe gran! fo< • period c(!lOt kss I!lan Ibre.: (3) yean foTIowing the expiration of this Agreement. CONnACTOR ",ill allow CITY and the U.S. Department C(Housing and Urt>an Developmenl, IhrougR any aUlhorized representadv .. , 3iXess ~ suek documents, papers and recoros. (8) If CONTRACTOR is • primarily religious enti<y, in c"""""Jon "illl Ille provision c( senices ""IIIired under Illis Agn:emenl, CONTRACTOR agrees 10 comply ,. ith federal regulation. specified m 24 CPR 5"lO.2OOij). CONTRACTOR further. Ca) ... ill DOl cflSCriminate .gain!! any employee 0< applkanl for employment en Ill. basis c( religion 'l!1d ,..;n DOl Iim~ employment oc give prefereoce in employment 10 ""nons on Il1e basis c( religion; ~-~ .--.-~-'l'-" '. o (1)) "'ill DO( discrimiMle Igains! any person applying for such services on Il!e basis et religi;)Il and 'IIill not timit sucR semes or gi .... e preference to persons on the ba.<is 0( .e6gioo; (oj ",ill provide 00 "'ligloos in=tioo or coonseUng. coOOuct 00 religloo, 'ifo<ship 0< services, engage in 00 reEgioos proselytizing. and <.«It no oIbes religioos influence in ihe provision 0( SIlcb ,.""lees; and (d) "ill ensure tl>at tile po!tion 0( CONTRACTOR's facility .sed 10 provide Il!e services 5haII cootal!:. 110 ",ngioos symbols 0< decoratiofls, OIber tllan those pennancfl1ly at'fLXod 10 or are part 0( Il!e strucrure, B. CONTRACTOR also hereby assures thai it shall: (I) Comply wilb !be DOOdiscriminariog provisions 0( public law 88-352 (Tille VI 0( Il!e Civil Rights A£t 0( 1964)., and !be fair bouaing provisions 0( public h .. , 9().Z84 (TKIe VIII 0( the Civil Rights Act 0( 1968) and E.Jteiulivc Order 11063. as amended by &ocUliv. Order 12259, with ~ 10 sale, lease or lranS1'er 0( !and acquired, cleared or Unl'roved wilb grant assistance. (2) Comply l"ith the provisions 0( Section J 09 0( Td_ I 0( the Hoosin: and Community De>elopmenl: Act 0( 1974 wbkh !'robibil discr'.mination. (3) C<'rnply .. ·it& the Fair Housing Act of 1989 (42 lISC 3601-20), .. hidl prolIibits discriminatory boo.ing practices based aD roce, color, religion, se", nalio<lal origin, disability or Cammal status. . (4) Comply wi!!! 1lIe Davis-Baooo Act, as amended, Federal La1xl< Standards provisions with respect 10 all constructioc contracts in excess 0( Twa Thousand Dollars (S2,OOO). (5) Comply wilh Il!e requirement of Il!e Flood Disaster Protectioo Act or 1973 and tlle National Flood L'lSUr.m<:e Act of 196& appEcable 10 acquisitic. 0< construction projects. (6) Comply willi tlle relocarioa and .flsplacement requirements of tlle Uniform Relacatioo Assistance..,d Real Property Acquisllion .... licies Act 0( 19?(}, as amended. (7) Comply witli provisioDS 0( Execu'.ive Order 11246, as amended by &ecolive Order> 11175 and 12086, OIl equal employment opportunities and alItITllalive ",lion rebtive ID employees and appncants and nonexempt contracts and SUOCOOtrac1s. (S) Comply willi 42 USC 4831(bJ, and 24 CFR :110.60S and 24 CFR Part 35 oft'" HUD regulations, prolIibiting tlle ase 0( !ead-based paint in tlle construction 0< rehabilitatioo of residential structures. (9) Comply with the pnwisions 0( 24 CFR Part 24 ... hick prolIibit tlle ntw7.atiofl of debarred, suspended, or ineligible cont.-acton or sobre<:ipients. 2 • " '~. -- '- -.- (10) Canply will Ibo uniform administrative ~irements and cost principals cf 24 CFR P-.u! 8S and OMB cimllars A-81, A-II(), A-I22, and A-12~ anc! A-Bl as they relatc 10 Ibo .......... "'" and .'" 01 fedenJ funds by ""Iljlrnfll organi1.atioos, and as o<he<wise may be requirec! DDCler 24 CfR. 570502, IS ame!lded. (II) CanpIy with !be requirements 0124 CfR. 85_36 and OMB circular A·IIO "ith ""I'<'ct 10 c<>nI1ict cf interest, and as <ltI1eno-j>e may be required under 24 CFR 570.611, as 3Sllendec! . (12) CanpIy "III 11" .. pnl'isions of 1l>e Hate'll Act "hie'll probibit !be .se of federal fu rY.l5 fo< lobbying actlvitleS. (13) CooIpIy 'IIi!h Section 319 01 public law 101·111, "rue" generally prohibits recij>ieots 01 federal conuacts, grants or loans (rom using appropriated fu!l<!s fix lobbying the executive Of" the ~lative branches of the federal govemmer.! in conna.""tion 'I.'ith a specific contract, gr.ull or Joa.~. Accordingly, CONTRACTOR bereby oeM"" 10 .be best of its J.:nowlec!ge and befief, lhat: {a) No federal appropriated fuIKIs have bee. paid or ..-ill be paid, by or en behalf of CONTRACTOR, 10 any perscn for influencing <>< al!empling 10 inilueoce an officer Of' employee of any agene). a Member of Congress, an offICer or employee of Congress, oc a" employee of a Member 01 Coogress in connectioo "ith !be awarding 01 any federal contract, tbe mOOng of any federal grant, tbe making of any federal 1oan, !be entering into of any cooperative agreemenJ, or 1he e-xteRsion • .oootir.uatioa, ren~'aI. arnendm.!tit, or modification of any r~ral UlDtract, gran., loan, 0< coopera.ho agreement; and (b) If any funds 01."'" than f<deral appropriated f"!l<!s h<lve bee. paid or will be paid '", any f"'rscn fot: infIueocing 0< attempting 10 influ<o= ao officer« employee of any agency, • Member of Coogress, an officer or employee of Congress, or an employee or a Member of Coogress in CODnectND with this fedetaf cootract., granI, loan or <OOperntive agreement, COlfrRACTOR sball complete and submit Standard Form-UL, "Di.lclo<ure FO<1l1 10 Rtport Lobbying" in accordance "III is instructions. (14) Comply wit" !be Age Discrimination Act of 1915, as ameoded, whick stlles tl1at 00 penoos io tbe United Stales sIlaH, 00 !be basis of ago, be denied the benefits of, 0< be subjected 10 discrimination under, any program oc activity re.;eiving federal frnandal assistance. (15) Comply with Sec-Joo 504 01 Ille Reh<lbilitation h:t of 1973, "hkb prohibits dj",rimi nation against people "With disabilities in any federally assisted program. (16) Comply with tbe Americans >lith D'""Mities Act of 1990, as ameoded, and imple· menting regulations "be" pub[jshed. 3 • (11) Tl2llSfer k:> ClTY..,~ COBG funds on band, and any accounts "",elv.b!e attributable k:> the wse ol. coro funds, aI the time ol expiration o£ this Agreemect. fA addition, CONJllACJ'OR shall ensure !hal any teal property under CONTR. .. CTOR's roo!roi tbaI "' .. acquired or improyed in "bole or in part with CDOO funds in excess o£ $25,000 is either: (a' .sed k:> meet one ol!he oationaI objectives in 24 CPR S?O.2Q8 until five years after expiration ol this Agreement, or foe such longer period ol time as determined appropriate hereunder by CITY; 0< (b} is disposed o£ m • maoner ",hicIo results m 01Y being n:imbursed in the amoolll cf the lIlea current fair marl<eI value ol the property kss aoy po<tioo thereof attributable !o .;q>en<Iitures o£ DOD-(;oro funds foe acquisitioo O£, or improve met1l1O, the propeny. . -, I. G I I I X-LlLf BETWED TlIB CIn 01' PALO AL'1'O N1D TlIB muIAIII IlDIlsnT or PALO I>L'1'O 1'011. SD.VICBS 1'01 TlIB HOMELESS FISCAL TEA!i. 1995-199. :-. : 'THIS: U3REEMEN'r is made' and entered into this day of • 1995, by and between the C{T'{ OF PAWALTO. a 1m!='-u"'i""c"'i"pa"""'1'--'corporat100 0·[ California .. hereinafter referred to as ·crty.· and the UR.BAN MINISTRY OF PA.LO ALTO,. a nonprofit corporation under the laws of th'2 State of California~ which address Is Post Office Box 213. Palo Alto .. California 94303. 'hereinafter referred to as ·CO~~CTOR·; • I r x ISS I r B; WHEREAS, CITY has applied for funds from the federal gavernmen·t unde-r Title 1 of .the Housinq and CODlmunity Development Act of 1974 1 Public Law 93-3B3~ as ~~~nded; and WHER.EAS~ CITY desires to retain services related to providing emergency food .. sbelter~ recovery. and social services for the hom~less population; and WHEREAS" CITY desires to engage CON1'RACTOR to provide these services by reason of its qualifications and experience for performing sueh services. and CONTRACTOR has offered to prOvide the required services on the terms and in tbe ma~~er s~t fo~~h herein; NOW; THEREFORE_ in consideration of their mutual covenants~ the parties hereto agree as follows; la DiFrKITIQNS. Cal T"ne word II'City-as used in this Agreement shall mean and includ~ all the territory lying vitbin the municipal boundaries of L"J.'~ City of Palo Alto. California, as presently existing. plus all territory Which may be added thereto during the ter.m of this Agreement by annexation or ~herwise_ (b} The term -City Council-shall mean tbe duly elected or appointed members of the Council of the City of Palo ~to~ California. acting pursuant to the provisions of the Palo Alto MUniCipal Code and the Charter of the City of Palo Alto. {cl The term ·City Man.ager" shall mean the duly appointed City Manager of the City of Palo Alto, California, or her designated. representative. 1 " J ',0." • o (d} The term ·City Clerk.-shall zr.ea.n th€ dilly appoin~e.:S City Clerk of the City of Palo AI to .. C211 ifoYnia. or her designated representative. (e) The term ·City .Risk Manage~1I shall mean tbe dul~ appoInted Riak Manag~r of the City of Palo ~to~ California i or his designated representative. (f} The te~ ·City Director of Finance-shall mean the duly appointed Director of Administrative Services of tbe City of Palo Alte~ califcrnia~ or her designated representative. {g) The term -City Auditor ll shall mean the duly appointed City Auditcr of the City of Palo ~to~ California~ or his designated representative. 2~ ~ COOJDxvaTlotl. (a) ~. The City Manager s'hall be -representative of CITY for all purposes under this Agreel!'.ent. The Director of Planning and Community Environment is designated as the PROJECT ~ER tor the City Ma~ager~ and shall supervise the p~ogress and execution of this Agreement. (b} CQnt rActQr. CON"rP-ACfOR s~...all assign a single . PROJECT DIRECTOR to have cveral1 responsibility for the progress and e.xecution of t.his Agreement tor CONTRACTOR. The Executive Direc~or ot CONTRACTOR bereby is designated as the PROJECT O!RECTOR tor CONTRACTOR. tel Access. COl-t"'!'RACTOR shall provide the PP.CJECT MANAGER. and others specifically requested by t.he PRO.JECT MA.PQ.GER "With, free and easy access to all facilities and activities of COr.'TRACTOR hereinafter described. Tbe PROJECT MANAGSR and others specifically requested by the PROJEcr l<OOU\GER snaIl coordinate such access with CONTRACTOR. (a.) Scqpe Of Services. Ceder this Agreemerrt CONTRACTOR shall provide the services set forth in the document entit.led -1995-1996 SCope o'f Services.,· attached hereto as E'Xhibit -A-a.nd in-ccrporated herein by this reference. (bl r.ddjtjooal Se~. In addition to pro-.,-iding the services set forth in Exhibit A hereof. CONTRACTOR $hall use it5 best efforts to do the following under this Agreement: {i} CoqrdjpatiOQ~ CONTRJu .. --r0R. shall coordinate its services ~th ~her existing organizations providir~ similar services in order to fester community cooperation and to avoId unnecessary duplication of services. Iii) Project MdnagAr. CONTRACTOR shall fully ~ooperate and communicate vith the P~QJECT MANAGER relating 2 '.- •. -. to the services prov!dE::d under this Agreemant. areas of con·c~rn .. and the ilrpac-t of t.he services under this Ag:r:"eement on resideots of Cln. (.'Ob.-rRAl...-rClA sha1.1 confer with the rit()JECT MANAGER -concerning the. ope:-ation of services and shall duly consider reasonable direct tons and suggestio~s made by the PROJECT MANAGER at su<h COIlferences. Iii i} Fund ing . CONTRAC1'OP_ shall seek out and apply for other sources of revenue in support of its operation or services from county ... state .. federal and private sources. Unless deemed. inappropriate by the PROJECT MA"NAGE~. erlt shall suppo-rt CCNTRAC1'OR :fn it5-search of grants.. fun-ell.ng. or other income by serving as a sponsoring agency, by providing letters of support .. or by tendering advice on applications for grants~ The receipt. of sucb funds sha1.1 be reported as provided in paragraph "(el hereof. Uv) Safety. CO~"TAACTOR shall adbere to all appli~able safety standards and regulations to ensure that all its services are prm"ided in a safe manner. CJNTP.ACTOR shall make periodic safety inspections and provide tr-aining to staff using fire prevention, safety. building inspections and other consultants as available. {vl Ackogwl edsment oE City Funding. CONTRACTOR shall include an ack..""lowledgrr.ent of t:ITY funding and support under tee federal Community o-e .... -elopment Block Gran·t PCDBG·J program in all appropriate publicity or publications regarding its services using words to the effect that ·services are provided in cooperation with the City of Palo Alto· or ·thr~~gh City of Palo AltO CDaG funding' as approved by the PROJEC'l'MA."'-'>GE1L 4. lISC n IESPQNSI»ILITIES c »gc9pPS UPORj'S. AND AWITS. (a} F'isca) Fespopsibiliti.e.e. (i) Fjscal Asent~ COb~CTOR shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of CONTI<ACTOR .. including the receipt and disbursemen·t of CO~"'TRA.croR funds. Iii} its board of directors a revi ev and by signature bank account balances of Treasnrer. CONTRACTOR shall appoin·t fran treasurer who DO less than monthly s"b.all approve all receipts, disbursements and CONTRACTOR, 'iii) System of' ACCQ1lOt5. CONTRACTOR and its fiscal agent. shall establish and maintain a system o·f accounts that shall conform ~tb generally ac~e~ed principles of accounting and with all federal CDBG funding requirements for budgeted funds. Separate accounts for identifying recei~s and expenditures shall be maintained tor all CDBG funds received under this Agreement. All records and accounts related to this Agreement shall be I~ "l)1l 0(1041) '," . "-... , 3 ,. -., ' " .. ). . '-< <, o available for examination or audit by CITY's representatives from the Ficance Department and A:...lditor's Office .. and staff from the federal Housing and Urban Devel~~nt Department (~HUD"), during CO.NTRACTOR-' s regular working hours during the tenn of this Agreement and for three (3) years thereafter. Such system of accounts shall b~ subject to tbe review and approval of the City Director of Finance ~nd the City Auditor. (i v) PrQ9@m Incooe _ CONTRACTOR mus t accurately aCCO\.l1i:t for any program income generated from the use of <DSG funds .. as defined under 24. cooe of Federal Regulations Section 510'.500, as a.mended __ and report the income to CITY and HUD in accordance ~th 24 Code of Federal Regulations Part 570. the 'CDBG Final Rule-. Such program incOl!'.e shall be returned to CITY in accordance with 24 Code of Federal Regula~ions Section 570.504(c}. as amended. (b) RecQrds. CONTRACTOR shall maintain adequate and accurate records. in accordance ~~th generally accepted accounting principles and all COBG funding requirew.encs. including hue not limited to books. financial records~ supporting documents. statistical records~ personnel rec~rds. real and p~rson21 property records.. and all other per-tinent records sufficient to reflect properly (1) all direct and indirect: cost of whatever nature .c:-lai1tl.ed to have been in~utred and anticipated to perfoIil\ this Agreement# (ii' all transactions under this Agreement. and ~iii) all other matters covered by this Agreement. CONTRACTOR shall preserve and rake available su'ch records until the expiration of tbree '3} yearci· from the date of final payment under this Agreement. (c} Repqrts. CONTRACTOR shall provide CITY semi annual activity %epor~s on the fifteenth '15th) day after tbe ~lose of each six-month period.. covering the preceding half -year a.ad su'ch ~ber infor,mation as the PROJECT MANAGER may request. Tbe final semi-annual report shall cover not only the preceding six months but also the entire year. Each rep~rt shall be prepared in the form agreed upon by the PROJECT MAJ.'U\GER and CONTR1.CI'OR. Cd} Independent A,Wjt. COh~CTOR shall provide for an independent audit of its transactions~ records~ and financial reports. The audit shall be conducted by a certified public: accO'"J.ntant (the ·CFA-J in conformance with generally accepted accounting prin<:iples. Alldit reports shall be submit ted by the CPA to both parties. The scope of each independent audi~ shall include auditing for compliance with (4~ Circular A-133. (e) Funds Received from other SQurces. Funds .... hich are made availa.ble to CO!-o'TRACTO.R. from sources other tban CITY throush a contract between su'c:h source and CITY or between su,c:h source and CONTRAC"I'OR shall be subject to t:he same fiscal procedure s~ated herein unless special procedures are called for by any such source. In.;:ome to CONTRACTOR in the form of fees~ direct contributions and any otb-er form of monetary program support must !iI$(l6,)1 1)0"11 oeM 1] ." , , --,- -----,'" ----,---.. ~-.. - ", o be shown in the re~ordB of the fiscal agent in a manner acceptable to the PROJECT MANAGBR. s~ QRGAlfIUTIOIf 01 CQtttBA......"'T?R. (al cqmpcaitioo Qf ffiNTI/i!Cl'?R. Throug1Y.Ju.t tto.e term of this Agreement,. CONTP.ACTOR shall remain an independent ~ nonprotit corporation under the la· ... s of California governed solely by a board of directors. witb up-to-date bylaws which contain the stru-cture and procedures of CONTR.A...."'TOR~ CONTRACTOR shall operate by its bylaws. Any changes in CONTRACTOR's articles of inco~ration~ bylaws. or tax-exempt status snaIl be reported by CONTRACTOR immediately to the PROJECT MANAGBR. No member of the bOard of directot's of CON'TRACTOR. shall be a paid employee .. asent .. servant, or subcontractor of CONTRACTOR urAer this Agreement during all or any part of his or ber tenure as a member of the board of directors of CONTRACTOR. (b) CQrnposition of Board of pirectgrs. The board of directors of CO~~CTOR shall include representation tram the broadest possible cross section of the community including: thoSE with expertise and interest in CONTRACTOR's services~ representatives from significaot community organizations interested in CONTRACTOR's services$ and users of OONTRACTOR/s services. (e) Mjnntf:s Of Meetinss... of C(")hTi?bCTOJL CON'TAACTOR shall keep mOll-tes of all regular and special meetings -of its board o·f directors. (d) ~njty Involvement. CONTRACTOR sLall make maximum feasible effort to assure community involvement in the plans and activities provided under this Agreement. Any reports. inforwation, data, or other Katerial given to, or-prepared or assembled by. CONTR.ACTOR. or its sUbcon~ractors$ if any, under this Agreement for CITY snall be the property of CITY and srtall not be made available to ar.y individual or organization by CONTRACTOR or its subcontractors,. if any, ~thout the prior ~itten approval of the PROJECT ~~ER. In the event of !termination.,. ror.'7RA...'"'TOR shall give to CI'lY in'mediately ODe (1) copy of any and all studies. reports. information and any other datal whether or ~ completed. prepared in connection vith this Agreemen,t l which shall be the permanent property of CITY. 7. ptlTIM Qr an. CITY shall furnish CONTRACTOR -with all readily available background information and data relevant to CITY. terro of 8. B[JDGRT; lXlMpgSATIO!l. Ca) Buwpt. CONTRACTOR's contract budget for the this Agreement is attached hereto as Exhibit ·B· and \ , " •. - o Incorporated herein by this refer~nce. Expenditures by CONTRACTOR for services hereunder 8h~11 substantially conform to said budget unless the pyiol' written approval of the PROJECT MANAGER. is obtained. The budget m.ust be developed and complied with in accordance with the schedules, processes and format established trf CITY statf" -'b} CnmPensatioo~ CITY agrees to compensate OON'I'RACTOR tor the full pe.rformance of its services under this Agreemene in accordance with Exhitit -a-, in a total sum ~ to exceed Sixty Thousand Dollars !$60,O\)O} in CDaG funds. F'.l~S camdtted under the moo program are contingent upon CITY receiving t'he intetlded appropriation from HUD. (e) Payments by CITY. en the billing form provided by CITY, ~~R shall submit a bill by the fifth IS<hJ working day of each mont.h tor services provided under this Agreelf.ent d'.lring the preceding mootb. Tbe bill shall specify actual expenditures directly related to this Agreemen~ in accordan~e with Exhibit YE. CONTRACTOR sf'..all ac,;:ount for any program income, as defined in Subsection S(a)4iv} her€of# i~ each billing and shall reauc~ the billing eo CITY in an amount equal to the excess program income. "If indirect costs are charged.. the bill shall also specify the approved indirect cost rate charged by CONTRACTOR~ rne indirect cost rate shall be determined und~r an indirect cost allocation plan for determining CIT¥~s appropriate share of CONTRACTORts adm.inistrative ~ts. CONTRACTOR shall develop an indirEct cost allocation plan in accordance with OMB Circular A-122# subject to CITYts review and a~rov31 of the plan. s. a,GUEKF'HT TBBB; TEBXlHATXOli 0' SEllvICES. (a)~. The term of this: Agre,;;rnent snall commence .on July 1 .. 15195 and expire on June 30 .. 19'96# unless this Agreement is terminat~d sooner as p~ovided herein. fibl TerminatiQn~ Either party may ter,minate this Agreement at any time~ ~th or vithout cause~ by giving thirty (30) days' writeen notice thereof to the other party. Either party ~ay also terminate this Agreement for convenience, in accord~ce with 24 Code of Federal Reg--o.llations Part as. Section S5~44. Notwit.hstanding the foregoing. CITY' may immediately suspend or termin.ate t.his A-greemeo.t, in 'Wbole or in part~ if CONTRACTOR materially fails to comply with any term of this Agreement, or with any of the rules, regulations or prO¥islons referred to herein. In such event. CITY may also pursue any other remedies provided by laY, i'OC:luding thoSe specified under 20\ Code of Federal ~egulations Part 85. Section 85.43. 10. IWNASSIGNABILITY; SImCONTJV.CTOIs; EKPLOYUS ~ {al Assignment. Both parties shall give t.heh. persC"Oal 8tteo.,tion to the faithful performance of this Agreement and shall DOe assign. transfer. convey, or other~ise dispose of this A9reement. or any ri9bt .. t.itle, or interest in or to the same 6 . - -------------------." ---------------o__...,...J- . ,. or any part. tnereof without the prior vrittec. con.~nt of the other pa'.tty. 1.00 then only subject. to 'S\lch terms and conditions as the other party may re<:l.Jire~ A consent t.o one assigrur,ent shall not be d.aemed to be a consent to any subsequen·t assignment.. Any assignment without siJ,ch awrova1 shall be void and, at the option of the ~ber party~ sr~ll terminate this Agreement and any license or-privilege qra...."'lted herein. This Agreement and any interast hereIn shall not be assignable :by operation of law lao'ithout the prior written consent of tbe ~her party. {bJ SUhc;ontractors' FJDp' Qyees. CONTRACTOR shall be responsible for employing or engaging all persons necessary to perfo-rm tbe services of CQN1'RACl'OR hereunder. No subcontractor of CONTRACTOa will be recognized by CITY as such; rat.her r all subcontractors are deemed to be employees of CO~"TRAcroR, and it agrees to be responsible for their perforu~n~e~ CONTRACTOR shall give its persocal attention to the fulfillD:.ent of the provisions -of this Agreemen,t by all of its employees and subcontractors. if any .. and shall keep the work under its contre-I. If any eIrLPloyee or subcontractor of COh"TRACTOR fails or refuses to carrf' out the provisions of this Agreemen~ or appears to ~ incompetent or to act in a disorderly or improper manner. be shall be discharged immediateiy from the 'Work under t.his Agreement OIl demand of the PROJECT MA1<AGER. Cal Coot} Jet of IDtf>rest~ CONTRACTOR -covenan,ts that .. nth respect to its se,rvices under this Agreeme.nt fund-ea with (DB('; money .. CON'l'RACTOR shall comply .. ~it.h the proVisions of 24 Code of Federal P..egulations Section 570~El:l .. as amended .. ~ODcerning conflicts of interest. Specifically .. except for the use of CDBG funds to pay sa~arle$ and other related administrative or personnel costs. no person who is an employee .. agent. consultant. officer, or official of CONTRAC'TOR who exercises or has exercised any t~tions or responsibilities ~oncerning the CDBG activities ur~er t.his Agreement. or who is in a position t.o participate in a decision making process or gain inside information with regard to such activities. may ~aln a personal or financial interest or benefit from any CDBG activity.. or have an interest in any contract, subcontract or agreement with respect tbereto .. or the proceeds thereunder# either for htm or herself or for these with whom he or she has family or business ties. during his or her tenure or {,or one year thereaft.er ~ with respect to all of its services provided under this Agreement.. CONTRACTOR covena.nts that it presently has no interest and shall ~ acquire any interest, direct or indirect. finan.cial or otherwise, which 'Would conflict in any manner cr degree with the performance of t.he services :hereunder ~ CONTRACTOR further covenants t~~t6 in the performance of this Agreement, LO subcontractor or person having such interest shall be employed by CON"l'A.ACTOR~ CONTRACTOR certifies that no one -who has or will have any finaDCial interest under tni5 AgreeI!'1ent is an officer or employee ~f CITY. 1 ' . .0.-- o {b} Independent ContractQr~ It is furt-ber expressly agreed that~ in the perfo~ance of all of the services ~nder this A9ree~ot. OO~~CTOR shall at all tim~s be deemed an independent coctractor it.nd not an agent or employee of: CITY. 12. )i0Np1SQXMDIA1XOH. No discrmination .shall be lI'.ad~ in the enployment of persons under this Agreement because of the age,. race, color, national origin,. ancestry .. religion .. sex, disability or sel.."'Ual preference of such person. Similarly, DO person sl'".all be subject to discrimination under any part of the services pro-..rided by ~R uDder tbis Agreement 00 the basis of the age, race, coler, national c-rigin,. ancestry,. sex, J:eligion .. disability or sexual preferen~e of su~b person. If the value of this Agreement is, or ~y be,. Five ~~sand Dollars ($5,.OO~} or mere,. ~CTC.2 agrees to meet all re~~iremeDts of the Palo Alto ~nicipal Code pertaining to nondiscrJ.rr..inat.ion in emplcyn1ent and to c.omplete an.:i submdt the ·Compliance Report··Noodiscriminatioo provisions of City of Palo Alto Contracts· on the fo~ furnished by CITY. CONTRACTOR agrees that each agre~~nt for services {rOOt independen-t providers shall contain a provision subst3_Dtially a:.; fcllo ... ·s: ·i>ROVIDtR shall provide CONTRACTOR vi.th a certificate stating t.hat:. he tor she} is: currently in ~liance t.-it.n all Federal and State of ca:'ifornia laws covaring nondiscrimination in employment; that. :he {or she} .... ill pursue an affirmat.ive course of ar:tioa as required by t.he Affirmative Acti.on Guidelines of t.he City of Palo Alto; and ~hat he (or she) vill not discriminate In the e.mployment 0'£ any person 'Under this <:ontract. because of age, race i coler .. national origin, ancestry. sex, religion,. disability or sexual preference of such person .• If CONTRACTOR is found in violation of the nondiscriminac.ion proviSions of the State of California Fair Emplayt!\eQt Practices Act or simila-c provisions of federal law or executive order in t.he perfo::nr.ance of tfiis Agreement.. it shall t.hereby be found in material breach of this Agreement. Thereupon. CITY sball have the power to cancel Qr suspend this Agreement l in whole or in part. <lr to deduct tram· the amount payable to CON"l'RAC1'OR the sum of T".ren,ty·Five Dollars ($25) for each person for each calendar day during which such person was discriminated against, as da.'TIa,ges for said breach of contract~ or both. Only a fiooing .of the State of California. Fair Employment Practices Commissi.on or the equivalent. federal agency or officer shall ~onstitute evidence ot a violation of contract under this subparagraph. If CONTAACTOR violates the nondiscrimination provisions of this Agreement or the applicable Affirmative Action '~~1I007O.!l1l , . s -:------:---;:-:-----. -. -.-_ -"'7.-:------ ~:'~, . <: " .. " -', '.-' · . G GuidelInes pertaining to this Agreement. CONTRACTOR shall be in material breach of this Agreement. Thereupoa~ CITY snaIl bave the power to cancel or suspend this Agreement, in whole or in part~ or t.o de.1u-ct from the amount payable t.o CONTRACl'OR the sum of Two B\loored Fifty Oollars ($250) for each calendar day during which CONTRACTOR fails or has failed to c~~ly vith such nondiscrimination provisions or tbe affirmative action 9uidel ines as damages for said breach of contract, or both. 13. Ipren RaWngSS I DJSIlR!.Ys. (a) Hold Banal ess. CONTRACTOR hereby agr-ees to pr~ect. indemnify, defend and hold har.mless CITY. its officers s agents and employees, from and against any and all demands, liability, damage, 1055, claims. or actions, including costs and attorneys' fees .. arising out. of this Agreement" except to the extent of the negligence or willful misconduct .of CITY, its officers, agen·ts .. or err.ployees ~ (b) Insurance CQy.erag~. CONTRAcrOR~ at its sole cost and expense. shall obtain and lJl.aintain.. in full force and effect throughout the entire term of this Agreement~ the insurance coverage described in Exhibit ~C·, attached hereto and in~orporat€d herein by t.h-!s reference, insuring not. only CONTRACToR and its SUbcontractors, if any, but also .. with the exception of workers~ compensation and e~lcyerfs liability ins~ran~e. CITY.. its officers, agents and employees.. and each o[ them vith respect to activities and services per!or.med by CONTRACTOR for or on behalf of CITY under the pr~~isions of this Agreement. tel Certificates of Insurance. Certificates of such insurance .. preferably on the forms provided by CITY. shall be filed with CITY concurrent.ly vith the execution of this Agreement_ saId certificates shall be subject to the approval of ~he City Risk Manager and sha.ll contain an endorsement stating that said insl;:rac.ce is primary coverage and .... ill not. be canceled or altered by the i~rer excepe after filing ~th the City Clerk thirty {30l days' written n~ice of such cancellation or alteration. and that the City of ~alo A1to is named as an additional insured~ CUrrent certificates of such insurance shall ~ ke~ on file at all times during the term of this Agree~~nt with the City Clerk. 14. .muss· CQKPPSATtQN ~ ~CTOR~ by executing this Agreement, certifies that it is aware of the provisions of the Laber Code of the State of California which require every employer to be insu~ed against liability (or workers' compensation or to undertake self-insurance in accordance with t.he provisions of that code... and further certifies that it will comply ~ith such provisions before commencing the performan~e of the services under this Agreement~ 9 .~--... -.,: • ! , o 1 S • uIIS TO II OBSERVED . ~.CTOR st"all: (a) Procure all permits and 1 icenses,. pay all charges and fees# and give 311 notices which may be necessary and incident to the due and la~~ul proaecutioa cf the services to be perfor!l>eCl by CQN1'RAC'I'OR 'Under this Agree."'iient; (b) Xeep itself fuily informed of all existing and future federal. state and local laws, ordinances,. regulations .. orders,. and decrees vJlich may affect tn,ose engaged or employed under this Agreement. I any materials used in COlll"TRACI'OR's performance ~nder this AgrEement~ or the conduct of the sec.-ices ULder this Agreement; {el At all tinles observe and comply wi.th~ and cause all of its subcontractors and employees .. if any .. to observe and comply ~~th. all of said la~JI ordinances .. regulations, crders and decrees mentioned above; Cd) Immediately report to the PROJECT MANAGER in writing any discrepancy or inconsistency it discovers in said laws$ ordinan-ces.. regulations .. orders ... and decrees mentioned above in relation to any proviSions of or services under this Agreement; (e) With respect to CONTRACI'ORfs use of CDBG funds under this Agreement .. corT'ply with a.ll of the req.1irements of Title 24 of the Code of Federal Regulations... Part 570 of the ffiJD regulations .concerning the CDOO prc.gram and all federal regulations and policies issued pursuant tQ those r~~lations_ CONTRACTOR shall also comply with the federal assurances set forth in Exhibit -D-to this Agreemen,t$ which is attached hereto and incorporated herein by t.his reference_ 16. DiDltS_ The waiver by either party of any breach ~r violation of any term • .covenant$ or condition of this Agre~~nt or of any provisioo$ ordinance~ or law shall not be deemed to be a waiver of any other term$ covenant, condition, ordir~nce~ or law or of any subsequent breach or violation ~f the same or of any other .term~ covenant.. condition$ ordinance. or law. The subsequent acceptance by either party of any fee or other money wbich may becQme due hereunder shall DOt. be deemed to be a waiver of any preceding breach or violation by the other party of any term~ covenant, or condition of this Agreement or of any applicable law or ordinan.:e. 17 • COSTS NiP A'ttOBljIXXS' IUS_ The prevailing party in any action brou"g'ht to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys I fees expended in connection with such an act.ion from the other party_ 10 '.so6QI~"JI 00108 I) , '. -- - -1 ---~,--~~'-.., .. ~~----'----- : ) L .. 18 • JrOTXCKS • All ~ic~s hereunder shall be given in writing and mailed, postage prepaid, by certified ~il, addressed as follows: TO CITY, To CONTRACTOR: ". Office of the City Clerk City of Palo Alto 250 Hamilton Aven11e Palo Alto, CA 94301 urban Ministry of palo Alto Post Office Box 211 Palo '~to; CA 94301 A'ITN: Project Director This docurrent contains all the terms and cCtlditions of the asre€mSnt between the parties. Any amendments. alterations or varia.tions of the t.erms of tbis Agreemen!::. shall be invalid unless made in writing and. signed by tl"JP-parties hereto. There are 00 ~her understandings, representations. or agreements, written or oral, not incorporated herein. All provisions of this Agre~~nt expressly are madE conditions. This Agreement shall supersede the 1994-95 agreement between the parties. This Agreement shall be governed by the laws of the State 0.[ California4 20. AG88PENT BINDING. The terms., covenan,ts, and conditions of this Agreement shall apply to, and shall bind, tbe heirs. su~cessors~ executors" administrators; assigns and subcont.ractors -of both parties .. IN ~~~ WHEREOF, the parties hereto hav~ executed this Agreement the day and year first aJ:xr,ie written. A 'l"1'I!ST. CITY OP PALO }>.L'l'O City Clerk Mayor APPROVE!> AS 'l'() PODh Senior Asst. City Attorney 11 .';._". Assistant City Manager 7axpayer Identification Director of Admin. Services No_ 77-c:r,;.lM~,-___ _ Risk Manager APP2.OVBt) AS ro C<lIITI!HT. Director of Planning and Community Eavironment Attachments: '.~~"II 00701 LJ Exhibit A: Exhibit B: ExIl.ibit C, Exhibit D:. 1995-1996 Scope of Servi~es 19~5-1996 Contract Budget insurance Federal Asstirances 12 ." ~~',; :-~' "--:.". {:--. "". -~ -,' E..XHIBIT • A • URBAN MINISTRY OF PAW ALTO SER\lCES FOR 1HE HOMELESS 1995-1996 SCOPE OF SER\1CES SERYJCFS: eoo_ shall provide the following ser.ices in conformance with the objectives and requirements of the federal Department offlousing and Urban Developrnenl under the Commllllity Development Block Orant (COOO) Program and reimb=emenl of such e>q>enditures shall be m,m COOO funds. C.oA,,S-Provide access 10 a comprehensive array ofbasic emergency assjstance senices and ~ounse!ing 10 approximately 4.400 unduplicated indi>iduah who are borne!.. ... s, very low income, or "'m crisis"_ Programs shaI1 include, but not be Iirnited 10-. a drop-in center, the provision of meals and used clothing; mail, klephooe and message assistance; bus p""S<S; Rotating Church Sbeher. "Hotel de Zink"; case management and payeeship progra1l1S; a holistic recovery program with • drug and alcohol component; and the Barke, Hotel peI1Ilanent housing program. QR,:c.CTNES: I. Cooolinate and operale the Drop-!n center Mooday through Friday from 730 a.m. So 11:30 a.m. Specialscrvkes shall include mail, klephan<, and message access, cfIstribution of bus P""5<s and hygiene suppr .... COUIJSerl!lg, and n:fcrrallO ot.'><, seMc= 2. Administer" I S bed capacity rotating chureo sb<lter progra."1l (Hotel de Zink) every nighl during the program year to provide emergency sheTter and supportive services for a maximwn of 90 da-fS per per>on. 3. Mainuin and coordinate the F ODd Ooset v.T.ich provides individuals in need with sacks of groceries each weekday. ~. Coordinate with other ageocies foc the provision of used cloIlIing to cfienlS wlnle continuing the search for • permanent local site for the Clothes CIo<et. . S. Coordinate the provision of 00-<:051 prepared meal. 5 cays per week at sites throughout the commllllity. 6. Coordinate and provide payeeshIp senices for individuals in need who are \'Ulnerab7e to losing lodging without this assistance. . ....... ~,' .,,-~~. ',~, ' 1. Provide intensivt short or Joog term counseling assistance 10 Jow~ income persons through indiViduanzed casework servkes in order kJ help t.".cm stabilize their Eves and living situa600s. Services will include referral 10 oth<r hwnan se" ic, and mental bealth agen.:ies .... ppro;riate. S. Develop and provide • holistic "",ove,y program, including a dPJg and alcohol e<>mp<>nent, to assisIlhe '"hard core homeless· in making _itivelifestyl< changes !,EVE! S OF AcroMPLISHMENT: In addition 10 !be DOrDLIIl admini>"t. ... tiv. se.rvKes required IS part of lhis Agreement, the Contnlcloc agrees to provide the following levels of program "",ice,;: ACITyTIY L Drop-In Cent..- 2. Hotel de link 3. Food CIo5et 4_ Clothes Close! 5. Prepared Meals 6. Payecship Progzam 7_ Casework Counseling S. Re<:""et)I Program IOTAI. lOOTS PERL 80 pen;ons served per ... eek-day 4,400 bed nights of shelter pro'ided 26,000 sack. of groceries provided pe' }eal 1,500 persoos .er;'ed per year 18,200 meals ",,,ed per year 45 persons served per } .... 125 pe1>OI'S served per year S!I perroos served per y ... ,- r s.lazies &aefits p&ytoll Taxes Insm= A<>fit Rent lltiliti<s PhOne p~ EXHIBIT 'B" URBA."1 MINISTRY OF PALO ALTO PROGR.a.MS FOR THE HOMELESS 1995-J 996 COI'iTltACi BVDGET Tetal Project 1'roj<C!ed Rudie! $251,300 42,000 11,300 5,?OO 5~500 1.000 2.500 9,500 2,900 Consultants, Staff Dov.lopment 6,200 Tnvel 3.800 0Bice SUj>pu.. 1,600 &tuipc>enlf 1,500 Mainl"""""elRepairlMisc 2,600 Oin:ct Service< (Food i'ur<:llases) 61,600 Pub!ic:otions /II. Prlntillg >,000 TOTAl $424,000 $55,000 5,000 $66.000 -oW, ~ STATE CONP.!lfSAnON: P.O. sc®o7. SAlIi FRANClSCO.CA 94101-00 EXHIBIT C IMSUjltAHC. FUND CERTFICA T'E Of' WOIIK£RS' COMPENS,I,TION INSURANCE POlICY N\JMB£R. 2 ,. -14 IJl(IT COOO811 o:~r;lFlC"TE EXPIRES: OtI-01-15 RECE!vV SEf 2 1994 lNs 11 to HrtIty f'IC we NI.-. !s'SueCS a v~d Wot\er!l' ~~iO>'l r.s:ur .. ~ PQilcy in • 'form IPproved ty 1M U,'ornII hIl.r~. CorrtnisJ;fon.' to .... ~1a'J_ r"'~ ~low 'Ot IhI PQliey period ind'"tU'".e-d. Thls c.rtiflciw of 'irlslI'.anc ... not ., -ns-.rr.c. porTe)' .-lei den "01 ;rnel\ct, e:xtfil"lG or .Iter 1tl1it CI)YGT'aglt ~forded by Ill. ,;:IOrlCles !ist.6 l'IeTein. Notw~ng: ¥t)' n~irlf!Tier.t. terT'l\ or COnd'tIO<:' or "r con-tract or ohr d"~t with rupecl ~ ~ Itlls C:1M'1.irI&~. of ~ur~e I'nIy be-fSs<.Je-:i or mil ~I"'.arr". the ir:sur~iI!' aHordll!'d flo!, 1!'1. parlel" le$cr~ I'I .. ~ i:I ~ject to all hi! t.rrrtS.. ')(ClUsiCM .-.d con<:ftiOt'.s af ~ po[.c~ P8"L0Yn~s UIIIILI1'Y LIMIT; "',000,000,00 Pflt OCClIRRI!:JtfCf. DIDOASlMEMT 10011 1MT1n.!.O 1tDI)1'T10lW. 11tiSUJl:ED EMPLtlYEJl. EF1-EtTl\fE 09/01j94 1$ An-'IPED 10 AND fORllS .I. PAli.T or nus POLICY'" NAME OF ADDZ tJONAL INSURED: ern OF P /l1.8 AL n3 UR8A11 lUll STRY Of PHO nro & NON PROfiT CORP PO 801 113 ""O AlTO CA 9.302 URSm: MtNI STil'f Of PAt.Q lit. to ~'NON-PROfIT IELIGJOUS CQRP.l PRINTED; (II ~ 11-14 PO';C B , THIS DOCUMENT HAS A aWE PATTERNED ilACKGROtJNO !oar 102'l4IRDo' ~ ~I • :' -'. ! GALLAGHH: HEFfERNAN IN'S BRKAS P.O. lu '4"1' Su r/lPIC:iUlr CA t4UQ-,.. ... ' Urhl'l li.1stl'} .f hr. alte • 0 !fill' 2.1:) 'Ito lit' 'ACZ79S1'204 2"t1111203 "''" 1Jefl!l4 :ilOI/9S lICit!! ... vel/i5 rtificaf. a.1dlr II Halllll'l.I. "44. I io:,ul laSIHI'.aJ 1I.lp1CIS H. th, hI.s:.rld. CHrt:!F '.ALe JllO 25 C -HPM I L lON A"ENl£ PAlo I.l,O .. CA. .... 3(11; A""" OJ=" POlCE.5 BE C'ICaLEOBfFOA! ()/~ATIOI\I Cl4TE l'~C;:. l'l-E: .IS~ COMP4N'I' Wl.L [It,(l£A"""CA: 10 .: totAol 3 G -0'" rSWRl.TT(N!I,IQ rICE 'O'tI-€CClllFCA TE HOl(UN,Q.,£O T OTME . LEF T TufF 01.1(. L.IIE 10 -.cA" 5UC~ NOTa: ~Au W'DSE ~ OiL(;ATiQN Col C!l35Z~IlOQ ---....-------------~--~~- A .. · •.. V :EXJmUT -D- 1995-1996 FFDERAL ASSURANCES BY RECIPIENT ("CONTRACTOR") OF FEDERAL COW.fUNITY DEVELOPMENT BLOCK GRANT ("CDBGI FUNDS A. CONTRACTOR l;ereby &ssures ."d certif"",. t.'lat " . (I) " po5ll<S3eS IegalaU'.lloriIy 10 r",,:ei'le federal grant fuoo. ...,d 10 c'ill)' "'" !he propc»ed prog12lIl(.) assisted !hereby. (2) Its eoveming body lias duly acquainted itself ,.·jlb !he ruad. application, including all 1UIdernandings am assurances contained !herei", and directed am autlIorized !he """,,0 identllJed as the official representative 0( CONTRACfOR 10 prmide SUCH aMrtiooaJ i'lfOnD.tlon os rna, t>e required bemlnder. (3) II coo>ent. 10 a.xept the juri.d-""1ioD 0( the federal or Califontia cou!ts for !he purpose of enfon;ement 0( its resporuibilities imposed bereuoder. (4) The proposed program(') bas beea developed so as 10 g;"e maximum feasible priority 10 actlvMies wbic'h wilt benefit low and moderate income persons. (S) The receipt 0( any program income, as deflflCd i. 24 CFR. 57O.5OO(a), as ameoded, ge ... ated by the use of gram fuods under litis Agreement, wiD l;e recorded, reported aM reiumed to !he City 0( Palo Aho <"CITY') in accordance ",kh 24 CFR. :170.504, as arneOOed. (6) It ",m comply with !he provision. set fortlI in 24 CFI!. 8;.43 and 24 CPR 85.44 regarding: the suspens.ion or termination of I. grant agreement for cause oc convenience. (7) It will mailltain aud roWn aD boob, docurnen.s, p3l"'~, fInancial, or o.ber "",ord. ",bic\ are pertinent 10 Ihe grant to< • period 0( n<X iess than three (3J year.; rono,.ing the expiration 0( litis Ag=eflt. CONTRACTOR,.,ilI aoow CITY and the U.S. DepamnenI of Hou.<ing and Urilar. Dev~ through any .ulhorized representatives, access 10 suelt documents, papers and :records. (11) If CONTRACI'OR is • primarily refigious entity. in connection "i:k .lIe provision of services required under thls Agreement. CONTRACfOR agrees 10 comply ... itl! federal regubOOn. """,if.ed in 24 CFR. SJO.2OO(j). CONTltACTOR furtber~ (.) .. in 001 discrimina.e agajnsl any employee or applicant to< employmeot 00 !he basis 0( religioo aM ",ill DOl nrn~ employmen! oc rive preference in employment 10 persons 00 the basis 0( refigion; -.. • (b) "ill nO( d"lSCrirnina •• againSl any person applying for ., .. oll services on !be basis of religion and will not. limit soc\ ser.rices. 01' Eive preference to persons 00 the basis of religion; (c) Wlil! providr DO reiig;oo. instruction or cO'Jnseling, -'OOduct 00 religiou. ,.<><>1lip ()(' services .. engage in DO religious proselytizing, 1...1d e:-.:ert :DO ocher retigious influence in the provision of suck senrice~ and (d) "ill ensure thaI Ibe portion of CONTRACTOR'. r",,"iIily ysed 10 provide the servkes sbaH contain DO religloo. symbols or decora.ions, otber than Ill= pennaneotly affIxed 10 or are part of the strU<.'lure. B. COJl.'TRACTOR also bereby assures !bat iI shan: (I) Comply "it!; !be ooodi.scrimination prmi,ions 0( public law GG·352 (Title "'1 o(!be Civil Rights Act 0( 1964), and !be fair bOl1'L~g provisions 0( pubr>e law W-284 (Title VIII of the Civil Rigbts.';;:I of 1968) and Executive Order 11063, as amended by Ex""utive Ordec 12259, with ~ lO sale, lease or transfer 0( land acquired, deared or improved with grant assis:ance. (l} Campi, with me provisions ol Sectioa 109 ol Title I of !be Housing and Community DeveloJlmer>t Act 0( 1974 whieh prohibit 1l5Crirnination. (l) . Comply 'IIi1h the Fair Housing Act of 1989 (42 USC 360!·~, "hie. prohibit. discriminarory bousing practices based ()Q race~ 'Color. reJig~ 5e'l, l'..ationaJ origin. disahiIDy or familial statu., (4) Comply with the Davis-Bacoo Act. os amended, Federal Labor Stand>rds provisicns .. "tb respecllO an coostrJCtiott contracts in excess 0( Two Thousand Doll." (S2 ,QOO) , (5) Compl} ,.·;th the requirement 0( the Flood Disaster Prot",'!i<Jc Act of 1913 and the Natiooal Flood Ir.swaoce Ac't 0( 1968 al'l'li<able 10 ac,,~isitioo or corutruction project •. (6) Comply will, !be .. location and diSjJ~ment requil1,ments of the Uniform Re"""'OOn AssisIance and Real Property Acquisition Policies Act of 1970. as amended. (7) Comply .. ilk provisioos of E'leCutive Order 11246, as amended by Executive Orders 11375 and 12\)86, OIl equal employment opportunities and .ffum.tiv. action feWi.e to employees and applicants and I!O!lexempt CODtr:>ets and subcontr.tcts. (8) Comply .. il~ 42 USC 4&3 I (bl, and 24 CFR S1Q.608 and 24 CFR Part 35 0( Ill. HUD regulations, prohibiting Ihe use 0( lcad-b.tsed pain! iJllhe construction or ",~abiJitatioD of residential stnlClures. (9) Comply .. ilb !be provisions of 24 CFR Part 24 wbic_ prohibit !be "';lizltioa 0( deharred, 5Uspended. or ineligible cootrack>O ex sdbrecipier..ts. 2 -. -. :,-------:-.--.. ~--~-.----~---~--- ,". - • , c: ;~ ::.-,,- .', .' (10) CompIy.,iII! Ibe unifoon administralive requiIemenlS ond ccst principals of 24 CFlt Palt 85 and OMBciraJlars A-87. A·1I0. A·I22. and A·128 and A·ln a.s lbey relate", Il-.e acceptmce and ~se 0( federal fuods by nonprofit organizations. and as otherwise may be ""luI."'" uDder 24 CFlt 570502. as lUI1ended (1\) C<xnpty "ith the :equiremeots 0( 24 CPR. 85.36 and OMB <locular A-1I0 ",it. "'spect 10 conflict 0( intoreSl, and .. ot.""""ise m.y be ""Iuired under 24 CFR. 570.611 •• s amended. (12) C<xnpty with die pn:M.sioos 0( the Halel! Act ,"'blcl! prohibit the use 0( feder-.d funds roc lobbying activities, (13) Comply "ith Sa:6oo 319 of public law 10H21. ",blcll geoetally prohibitS recipientS 0( feder.tl cootra<.1s, gru>IS or loans from using appropriated funds roc lobbying L~e executlve oc til< legislative br.,.",bes of til< federal go-.'emrnent in connectloo "'it/I • 'l"'Ciflc COO!ract, van! oc loan. Accordingly, CON"I'RACTOR. hereby certifies to the best of its toowledge and befief, tJut; Ca) No federal >wrupriated funds bave beeR paid or ",ill be paid, by or on bebalf of CONTRACTOR., 10 any person foe influencing (){ attempting to influence an oro.:.,r or employee of any agency, a Member of Coogress, an offICe.-or employee 0( Congre.s. ()£ an employee of. Me mber of Congress in COflnectioo witJo the ""arding 0( atly federal contIac-t. the ocaling of any federal grant, the making of any federa11oan~ the entering into of any ('ooperative agreement, oc the ex!efiVtJn.. ¢Jfltinuation, R:newal~ .iunendment. Of nKd'u)Ctttlon of aD)' federal CODtract~ £rant~ Joan.. or cooperative agreement; and (1)) If any funds other chan froeral appn:>priated funds ~.ve bee. paid or >'ill be paid to any person for influencing ()(' attempting 10 influence an officer oc employee of any agen<:y •• Member of C()ngress, an offICer <>< employee of Congress, 0< an employee 0(. Member of C()Dgt<SS in coonectioo wit/l this federal contract, grant, loan or ~tive agreement, COl'.'TI!.ACTOR sbalI comple", and submit Stand:mI form--llL, "Disclosure Form to Report LOObying" in accordance "'ito its instructions.. (14) Comply ~ilk \be Age Discrimmation Act of 1975, as amended, wrhicll "-'tes thai 00 ",,=ns in Il-.e Ur.ited Sl2tes .balI, 00 lbe basis 0( age, be denied the benefilS of. or be subjmed Ie> discrimination under, any program or activil)' receiving federal financial assistance:. (\5) Comply with Sectioo 5()4 0( the R.ebabilitaooo Act of 19B, ~hict. probibits discrimi· nation against people with cr""bilities in any federany assisted program. (16) Comply ",ith the Amerk .. ns wit/l Oisabllities Act of 1990, as amended. and imple menting regulations whe. pubfisbed. 3 · -. (11) Transfer ., Cl'lY any CDBG ~mh OD han~, L'ld :my ",'Counts receivabie IttriOOtable 10 Il>e ase 0{ CDBG funds, at the time 0{ expiration 0{ this Agreement. In addItion, CONTRACTOR shall ensure that ""y real properly uncler CONTRACTOR-, control !hat 1lIaS acquired 0< improved in "bole 0< in part .. ,it~ CDBG funds in ucess 0{ 52S,OOO is eilher: (0) used 10 me« one 01' the .. tiona! objectives In 24 CFR S7Q.2Q8 until live years after expiraOOo 01' this Agreemenl, or fo.-5UC~ longer period 0{ time IS cletennined appropriato berelJncler by Cl'lY; or (b) .. disposed 01' in I manner .,hie, results in Cl'lY being reimbursed in the amoon! 01' the Ih<A current fair mmet wue 0{ :be property less any pomoo thereof attributable 10 e><penditures 0{ Doo-CDBG funds (or acqUisitioD O{, or irnjro\'e men! to. the property_ 4 '---,