HomeMy WebLinkAboutCMR- 482-02TO:
13
HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: PLANNING AND
COMMUNITY ENVIRONMENT
DATE:CMR:482:02
SUBJECT:APPROVAL OF AN AGREEMENT IN THE AMOUNT OF $98,000
WITH PALO ALTO COMMUNITY CHILD CARE, INC. FOR
FUNDS ALLOCATED DURING FISCAL YEAR 2002/03 UNDER
THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
RECOMMENDATION:
Staff recommends that the City Council approve and authorize the City Manager or his
designee to execute the attached agreement in the amount of $98,000 with Palo Alto
Community Child Care, Inc. (PACCC) for the exterior painting of the Ventura
Community Center facility at 3990 Ventura Court.
BACKGROUND
Palo Alto Community Child Care, Inc. (PACCC), operates child care programs from the
Ventura Community Center site. PACCC leases its 3990 Ventura Court facility from the
City of Palo Alto, which owns the building. PACCC applied for fiscal year 2002/03
CDBG funding to assist in painting the exterior of the Ventura Community Center
facility. On May 13, 2002, the Palo Alto City Council approved allocating $98,000 in
fiscal year 2002/03 CDBG funds toward the exterior painting project.
DISCUSSION
The Ventura Community Center is the only public facility in the Ventura neighborhood,
which is the most disadvantaged section of the City. The buildings in the center are in
disrepair and were last painted in 1993 with volunteer labor. The current City lease with
PACCC requires that any exterior paint project be completed by a licensed paint
contractor.
CMR:482:02 Page 1 of 2
RESOURCE IMPACT
The $98,000 cost of the agreement will be funded with federal CDBG funds provided
through the U.S. Department of Housing and Urban Development (HUD). Repayment of
the loan will not be required unless the property is sold or the program terminated or
changed to a use prior to July 1, 2008 that has not been approved by the City.
POLICY IMPLICATIONS
The recommendation in this staff report does not represent any change to City policies.
ENVIRONMENTAL REVIEW
HUD environmental regulations for the CDBG program are contained in 24 CFR 58
"Environmental Review Procedures for Title I community Development Block Grant
Programs." The Ventura Center exterior painting project meets the conditions specified
for exemption under 24 CFR Part 58.34.
ATTACHMENTS
Attachment A: Agreement between the City of Palo Alto and Palo Alto Community
Child Care, Inc. for exterior painting of the Ventura Community Center
at 3990 Ventura Court in Palo Alto
PREPARED BY:
Interim CDBG C~
DEPARTMENT HEAD REVIEW:
Director of Planning and Community Environment
CITY MANAGER APPROVAL:
EMIL HARRISON
Assistant City Manager
cc: Palo Alto Community Child Care, Inc.
CMR:482:02 Page 2 of 2
AGREEIKENT NO.
BETWEEN THE CITY OF PALO ALTO AND
PAL0 ALTO COMMUNITY CHILD CARE, INC. (PACCC)
FOR FUNDS ALLOCATED DURING FISCAL YEAR 2002/03
UNDER THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
This Agreement No. is entered into
, 2002, by and between the. CITY OF PAL0 ALTO, a
chartered city and a municipa! corporation of the State of
California ("City"), and PALO ALTO COMMUNITY CHILD CARE, INC.
(PACCC), a corporation duly organized and existing under the
Nonprofit Corporation Law of the State of California
(~Borrower").
RECITALS
WHEREAS, the City has applied for and received funds
("Funds") from the Government of the United States under Title I
of the Housing and Community Development Act of 1974; and
WHEREAS, Borrower has requested funds to paint their
exterior surfaces of the Ventura Community Center (the
~Faci!ity") located at3990 Ventura Court, Palo Alto, California;
and
WHEREAS, Borrower is a private non-profit organization
which provides child care and related services to people living
and/or working in Pa!o Alto.
WHEREAS, City wishes to lend funds to Borrower, and
forgive the loan if certain conditions are met by Borrower, for
the purposes set forth in this Agreement, and any exhibits
thereto; and
WHEREAS, City has approved and authorized the provision
of up to Ninety-Eight Thousand Dollars ($98,000) drawn from FY
2002/03 CDBG funds to Borrower for the purposes and under the
terms contained herein;
WHEREAS, the City neither warrants or makes any
representations as to the quality, method or adequacy of the work
products or services to be provided to Borrower under the terms
and conditions of this Agreement, except with respect to
compliance with Federal Regulations;
NOW, THEREFORE, in consideration of the covenants,
terms, conditions, and provisions set forth in this Agreement,
the parties agree:
SECTION I. TERM
I.! Time of Performance. This Agreement shall
commence on the day above written and terminate on June 30, 2003.
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The term of this agreement and the provisions herein shall be
extended to cover any additiona! time period during which the
Borrower remains in control of Funds or other assets including
program income.
SECTION 2.SCOPE OF SERVICE
2.1 Activities.Borrower shall paint the exterior
surfaces of the Ventura Community Center site at 3990 Ventura
Court, in Palo Alto (~Project"), as more fully described in
Exhibit "A" which is incorporated herein by reference and made a
part of this agreement.
2.2 Provision of Funds. The City will loan Borrower
the sum of money not to exceed Ninety-Eight Thousand Dollars
($98,000) drawn from its CDBG funds for painting of the exterior
portion of the Ventura Community Center site.Payments shall be
made to Borrower only for costs incurred on or after the
effective date of this Agreement. City shall make funds
available to Borrower on the following basis:
(1)City has reviewed and approved the bidding
process and the contract for the
rehabilitation work; and
(2)Borrower has provided City with a copy of the
actual invoice(s) for work done and performed
in accordance with this Agreement;
(3)Project is in compliance with all Federal,
State and City Rules and Regulations.
2.3 Performance Monitoring. The City will monitor the
performance of the Borrower against goals and performance
standards required herein. Substandard performance as determined
by the City will constitute non-compliance with this Agreement.
If action to correct such substandard performance is not taken by
the Borrower within a reasonable period of time after being
notified by the City, contract suspension or termination
procedures will be initiated.
SECTION 3.TRANSFER OF FUNDS AND SECURITY.
3.1. City Loan. City shall pay to Borrower a sum of
money in an amount not to exceed Ninety-Eight Thousand Dollars
($98,000) for the purposes set forth in Section 2 and
Exhibit ~A". Payment of such sum shall be evidenced by a
promissory note ("Note"), ~in the form attached hereto as Exhibit
"B" and incorporated herein by this reference. The entire sum
transferred, and any part of it, shal!, at the option of City,
become immediately due and payable upon the occurrence of any of
the following conditions:
(a)The failure by Borrower to commence and complete
the Project services set forth in this Agreement
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within a period of one (!) year after the date of
this Agreement;
(b)Borrower's breach in the lease of the facility
between City and Borrower;
(c)A use by Borrower of the Facility, prior to July
i, 2008, which violates the applicable provisions
of City's Charter, ordinances, or regulations, or
which is not an "eligible activity" under the
Program of the Housing and Community Development
Acts of 1974 and. 1977, as amended, and the
regulations issued pursuant thereto, by HUD or a
successor agency; or
(d)An uncured default under this Agreement or the
Note.
If, on July !, 2008, conditions (a), (b) and (c) have
not occurred and there are no uncured defaults under this
Agreement or the Note, the funds transferred to Borrower under
this Agreement shall be treated as grant from City to Borrower
and no amount shall be due to City under the Note or this
Agreement.
This shall be a simple interest, noncompounding loan
with interest at 6 percent (6%) per annum. It is agreed and
understood that the loan shall be nonamortizing, and all payments
of interest and principal shall be deferred until July I, 2008,
as !ong as Borrower continues to comply with all terms and
conditions of this Agreement.Both principal and accrued
interest shall be forgiven by the City on July !, 2008 if
Borrower has satisfactorily complied with al! terms and
conditions of this Agreement. If at any time any of the above
conditions are not met, City has the right to demand repayment of
the Ninety-Eight Thousand Dollars ($98,000), plus al! accrued
interest and any other costs or amounts due.
SECTION 4~.NOTICES
4.1 Communications. All notices, correspondence, and
other communications concerning this Agreement shall be directed
to the parties' duly authorized representatives at the addresses
set forth below or at any other addresses as may be noticed, in
writing:
CITY:City of Palo Alto
Department of Planning &
Community Environment
Attn: CDBG Coordinator
250 Hamilton Avenue
Pa!o Alto, CA 94301
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BORROWER :Palo Alto Community Child Care, Inc.
Attn: Executive Director
3990 Ventura Court
Pa!o Alto, CA 94306
SECTION 5.SPECIAL CONDITIONS
5.1 Compliance with Federal Regulations. The Borrower
agrees to comply with the requirements of the Housing and Urban
Deve!opment regulations concerning Community Development B!ock
Grants (24 CFR Part 570) and all federa! regulations and policies
issued pursuant to these Regulations. The Borrower further
agrees to utilize Funds available under this Agreement to
supplement rather than supplant Funds otherwise available.
5.2. National Objectives. The Borrower certifies that
the activities carried out with funds provided under this
Agreement wil! meet the CDBG Program's Nationa! Objective of
benefiting low/moderate income persons as defined in 24 CFR, Part
570.208.
5.3 Borrower shal! procure all subcontractors,
consistent with Federal procurement requirements. Al! bid
documents must be reviewed and approved by the City or its
designee before being made available to the public. Borrower
shal! sign a written agreement(s) with selected subcontractor(s),
and shall direct, manage and reimburse all project
subcontractors.
SECTION 6.GENERAL CONDITIONS
6.1 General Com_mliance. The Borrower agrees to comply
with al! applicable federal, state, county, and municipal laws,
ordinances, resolutions, rules, policies, and regulations
("Laws") governing the Funds provided under this Agreement.
6.2 Independent Contractor. Nothing contained in this
Agreement is intended to, or shal! be construed in any manner, as
creating or establishing the relationship of emp!oyer and
employee between the parties. The Borrower shall at all times
remain an independent contractor with respect to the services to
be performed under this Agreement. The City shall be exempt from
payment of al! unemployment compensation, FICA, retirement, life
and/or medica! insurance and workers' compensation insurance as
the Borrower is an independent contractor.
6.3 Hold Harmless. The Borrower shall hold harmless,
defend and indemnify the City, its council .members, officers and
e~m!oyees from any and a!l claims, actions, suits, charges and
judgments whatsoever that arise out of the Borrower's performance
or nonperfo_~rLance of the Services or subject matter called for in
this Agreement.
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6.4 Insurance and Bonding. The Borrower, at its sole
cost and expense, shall obtain and maintain during the term of
this Agreement, insurance as more fully described in Exhibit
which is incorporated herein by reference and made a part of this
Agreement. The Borrower shal! comply with the bonding and
insurance requirements of Attachment B of OMB Circular A-I!0,
Bonding and Insurance.
6.5 Funding Recognition. The Borrower shall ensure
recognition of the role of the City in providing services through
this Agreement. Al! activities, facilities and items utilized
pursuant to this Agreement shall be prominently labeled as to
funding source. In addition, the Borrower wil! include a
reference to the support provided herein in al! publications made
possible with Funds made available under this Agreement.
6.6 ~mendments. The parties may amend this Agreement
at any time provided that such amendments make specific reference
to this Agreement, and are executed in writing, and signed by
their duly authorized representatives. Such amendments shall not
invalidate this Agreement, nor relieve or release any party from
its obligations under this Agreement. At any time during the
term of this Agreement, the City, in its discretion, may amend
this Agreement to conform with federal, state or local
governmental guidelines, policies and available funding amounts,
or for any other reasons, if such amendments result in a change
in the funding, the scope of Services,or schedule of, the
activities to be undertaken as part of this Agreement, such
modifications will be incorporated onlyby written amendment
signed by the parties.
6.7 Suspension or Termination.
6.7.1 Either party may terminate this Agreement at
any time by giving written notice to the other party of such
termination and specifying the effective date thereof at least 30
days before the effective date of such termination. If Borrower
terminates the Agreement, al! sums transferred to Borrower
pursuant to this Agreement and the Note shall become immediately
due and payable to City. Partia! termination of the scope of
Services described in Exhibit "A" may only be undertaken with the
prior approval of the CITY.
6.7.2 The CITY may also suspend or terminate this
Agreement, in whole or in part, if the BORROWER materially fails
to comply with any covenant, term, condition, or provision of
this Agreement, or with any of the rules, regulations or
provision referred to herein;and the CITY may declare the
BORROWER ineligible for any further participation in CITY
contracts, in addition to other remedies as provided by Law. In
the event there is probable cause to believe the BORROWER is in
nonco~D!iance with any applicable rules or regulations, the CITY
may withhold up to fifteen percent (15%) of the Funds unti! such
time as the BORROWER is found to be in compliance by the City, or
is otherwise adjudicated to be in com_m!iance.
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SECTION 7.ADMINISTRATIVE REQUIREMENTS
7.1 Financial Management.
7.1.1 Accounting Standards. The Borrower agrees to
comply with Attachment F of 0MB Circular A-If0 and agrees to
adhere to the accounting principles and procedures required
therein, utilize adequate internal controls and maintain
necessary source documentation for al! costs incurred.
7.1.2 Cost Principles. The Borrower shall administer
its program in conformance with OMB Circulars A-!22,"Cost
Principles for Non-Profit Organizations," or A-21,"Cost
Principles for Educationa! Institutions," as applicable.These
principles shall be applied for all costs incurred whether
charged on a direct or indirect basis.
7.2 Documentation and Record-Keeping.
7.2.1 Records to be Maintained. The Borrower shall
maintain al! records required by the federa! regulations
specified in 24 CFR Section 570.506, and that are pertinent to
the activities to be funded under this Agreement. Such records
shall include, but are not limited to:
a o Records providing a full description of each
activity undertaken;
Records demonstrating that each activity
undertaken meets a National Objective of the
CDBG Program;
C o Records required to determine the eligibility
of activities;
Records required to document the acquisition,
improvement, use or disposition of tea!
property acquired or improved with CDBG
assistance;
Records documenting compliance with the fair
housing and equal opportunity component of
the CDBG Program;
f o Financial records as required by 24 CFR
Section 570.502, and OMB Circular A-!!0; and
Other records necessary to document
compliance with Subpart K of 24 CFR Part 570.
7.2.2 Retention. The Borrower shall retain all
records pertinent to expenditures incurred under this Agreement
for a period of three (3) years after the termination of al!
activities funded under this Agreement, or after the resolution
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of all federal audit findings, whichever occurs later. Records
for non-expendable property acquired with Funds under this
Agreement shall be retained for three (3) years after final
disposition of such property. Records for any displaced person
must be kept for three (3) years after he or she has received
final payment. Notwithstanding the above, if there is
litigation, claims, audits, negotiations or other actions that
involve any of the records cited and that have started before the
expiration of the three-year period, then such records must be
retained unti! completion of the actions and resolution of all
issues, or the expiration of the three-year period, whichever
occurs later.
7.2.3 Client Data. The Borrower shall maintain
confidentia! records of client data demonstrating client
eligibility for services. Such data shall include, but not be
limited to, client name, address, income level or other basis for
determining eligibility, and ethnicity. Such information shall
be made available to the City's monitors or their designees for
review upon request in order to determine compliance with the
Agreement.
7.2.4 Disclosure. The Borrower understands that
client information collected under ~this Agreement is private and
the use or disclosure of such information, when not directly
connected with the administration of the City's or the Borrower's
responsibilities with respect to Services provided under this
Agreement, is prohibited by the laws of the State of California,
unless written consent is obtained from such person receiving the
service and, in the case of a minor, that of a responsible parent
or guardian.
7.2.5 Property Records. The Borrower shall maintain
rea! property inventory records which clearly identify properties
purchased, improved or sold. Properties retained shall continue
to meet eligibility criteria and shall conform with the "changes
in use" restrictions specified in 24 CFR Section 570.503(b) (8),
as applicable.
7.2.6 National Objectives. The Borrower agrees to
maintain documentation that demonstrates that the activities
carried out with Funds provided under this Agreement meet the
CDBG Program's nationa! objective of benefiting low and moderate
income persons, as defined in 24 CFR Section 570.208.
7.2.7 Close-Outs. The Borrower's obligation to the
City shall not end ~nti! al! close-out requirements are
completed. Activities during this close-out period shall
include, but are not limited to, making final payments, disposing
~of CDBG Program assets (including the return of al! unused
materials, equipment, unspent cash advances, program income
balances, and receivable accounts to the City), and determining
the custodianship of records.
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7.2.8 Audits and Inspections. All of the Borrower's
records with respect to any matters covered by this Agreement
shall be made available to the City, grantor agency, their
designees or the Government of the United States, at any time
during normal business hours, as often as the City or grantor
agency deems necessary, to audit, examine, and make excerpts or
transcripts of al! relevant data. Any deficiencies noted in
audit reports must be fully cleared by the Borrower within 30
days after receipt by the Borrower. Failure of the Borrower to
comply with the above audit requirements will constitute a
violation of this Agreement and may result in the withholding of
future payments. The Borrower agrees to have an annual agency
audit conducted in accordance with current City policy concerning
the Borrower's audits, and as applicable, OMB Circular A-133.
7.3 Procedures Concerning Reporting and Payments.
7.3.1 ~Budgets. The Borrower shall submit a detailed
budget of a form and content.prescribed by the City for its
approva!. The parties may agree to revise the budget from time
to time in accordance with existing City policies.
7.3.2 Program Income. The Borrower shall report on a
monthly basis all program income, as defined at 24 CFR Section
570.500(a), generated by activities carried out with the Funds
made available under this Agreement. The use of program income
by the Borrower shall comply with the requirements set forth at
24 CFR Section 570.504. By way of further limitations, the
Borrower may use such program income during the term of this
Agreement for activities permitted under this Agreement and shal!
reduce requests for additional. Funds by the amount of any such
program income balances on hand. All unused program income shal!
be returned to the City at the end of the term of this Agreement.
Any interest earned on cash advances from the United States
Treasury is not Program income and shall be remitted promptly to
the City.
7.3.3 Indirect Costs. If indirect costs are charged,
the Borrower shal! develop an indirect cost allocation plan for
determining the appropriate City share of administrative costs
and shal! submit such plan to the City for approval, in a form
specified by the City.
7.3.4 Payment Procedures. The City will pay to the
Borrower ¯ Funds available under this Agreement based upon
information submitted by the Borrower and consistent with any
approved budget and City policy concerning payments. With the
exception of certain advances, payments will be made for eligible
expenses actually incurred by the Borrower, and not to exceed
actua! cash requirements. Payments wil! be adjusted by the City
in accordance with advance fund and program income balances
available in the Borrower accounts, in addition, the City
reserves the right to liquidate Funds available under this
Agreement for costs incurred by the City on behalf of the
Borrower.
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7.3.5 Progress Reports.The Borrower shall be
responsible for filing periodic reports, including but not
limited to monthly activity reports and weekly certified wage
payment reports which evaluate the manner in which the project is
achieving its goals and objectives according to standards
established by City. The report shal! be on forms approved by
City and shall be filed within five (5) days of the request by
the City.
7.4 Procurement.
7.4.1 Compliance. The Borrower shall comply with
current City policy concerning the purchase of equipment and
shall maintain inventory records of al! non-expendable personal
property as defined by such policy as may be procured with Funds
provided herein. All program assets, including, without
limitation, unexpended program income, property, and equipment,
shall revert to the City upon termination of this Agreement.
7.4.2 OMB Standards. The Borrower shall procure
materials in accordance with the requirements of Attachment 0 of
O~IB Circular A-!!0, Procurement Standards, and shal! subsequently
follow Attachment N of. OMB Circular A-If0, Property Management
Standards, as modified by 24 CFR 470.502(b) (6) covering
utilization and disposal of property.
7.4.3 Travel. The Borrower shall obtain written
approval from the City for any travel outside the metropolitan
area with Funds provided under this Agreement.
7.4.4 Re!ocation. The Borrower agrees to com_mly with
(a) the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970, as amended (URA), and
implementing regulations at 49 CFR Part 24 and 24 CFR 570.606(b);
(b) the requirements of 24 CFR 570.606(c) governing the
Residential Antidisp!acement and Relocation Assistance Plan under
section !04(d) of the HCD Act; and (c) the requirements in
CFR 570.606(d) governing optiona! relocation policies. The
Borrower shal! provide relocation assistance to persons
(families, individuals, businesses, nonprofit organizations and
farms) that are displaced as a direct result of acquisition,
rehabilitation, demolition or conversion for a CDBG-assisted
project. The Borrower also agrees to comply with applicable City
ordinances, resolutions and policies concerning the displacement
of persons from their residences.
SECTION 8. PERSONNEL .AND PARTICIPANT CONDITIONS
8.1 Civil Rights.
8.1.1 Compliance. The Borrower agrees to comply with
all federa!, state, and !ocal laws, including, without
limitation, Title VI of the Civi! Rights Act of 1964, as amended,
Title VIII of the Civi! Rights Act of 1968, as amended, Section
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!04(b) and Section 109 of Title I of the Housing and Community
Development Act of 1974, as amended, Section 504 of the
Rehabilitation Act of 1973, the Americans with Disabilities Act
of 1990, the Age Discrimination Act of 1975, Executive Order
11063, and Executive Order 11246, as amended by Executive Orders
11375 and !2~086.
8.1.2 Nondiscrimination.The Borrower will not
discriminate against any employee or applicant for employment
because of race, color, creed, religion, ancestry, national
origin, sex, disability, age, marita! status, family status,
status with regard to public assistance or sexual preference.
The Borrower will take affirmative action to ensure that all
employment practices are free from such discrimination and in
compliance with al! Federal, State and local directives and
executive orders regarding nondiscrimination in employment. Such
employment practices include, but are not limited to the
following: hiring, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, termination, rates of pay or
other forms of com_mensation, and selection for training,
including apprenticeship. The Borrower agrees to post in
conspicuous places, available to employees and applicants for
emp!oyment, notices to be provided by the contracting agency
setting forth the provision of this nondiscrimination clause.
8.1.3 Land Covenants. This Agreement is subject to
the requirements of Title VI of the Civil Rights Act of 1964, as
amended, and 24 CFR Part 570.601 and 602. In regard to the sale,
lease, or other transfer of land acquired, cleared or improved
with assistance provided under this Agreement, the Borrower shal!
cause or re_quire a covenant running with the land to be inserted
in the deed or lease for such transfer, prohibiting
discrimination as herein defined, in the sale, lease or rental,
or in the use or occupancy of such land, or in any improvements
erected or to be erected thereon, providing that the City and the
United States are beneficiaries of and entitled to enforce such
covenants. The Borrower, in undertaking its obligation to carry
out the CDBG Program assisted hereunder, agrees to take such
measures as are necessary to enforce such covenant, and will not
itself so discriminate.
8.1.4 Section 504. The Borrower agrees to comply with
any federa! regulations issued pursuant to and in compliance with
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 706), as
amended, which prohibits discrimination against the disabled in
any federally assisted program. The City shal! provide the
Borrower with any guidelines necessary for compliance with that
portion of the regulations in force during the term of this
Agreement.
8.2 Affirmative Action.
8.2.1 Compliance With California Constitution. Article
I, Section 31 of the California Constitution, adopted by the
People of the State of California as Proposition 209 in 1996,
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prohibits the City from discrimination or the grant of
preferential treatment on the basis of race, sex,color,
ethnicity or national origin in public employment,public
education, and public contracting. Article I, Section31 (e)
provides that nothing in Section 31 shal! be interpreted as
prohibiting actions which must be taken to establish or maintain
eligibility for any federal program where ineligibility would
result in a loss of federal funds to the City. The provisions of
this Section 8.2 are those necessary to establish and maintain
eligibility for federal funds. At such time as any provision of
this Section 8.2 is not required to establish and maintain such
eligibility, that provision shal! be waived by City. If Borrower
believes any provision of this Section 8.2 should be waived under
this Section 8.2.!, Borrower shal! provide notice to City in
writing, identifying the provision for which a waiver is sought
and the lega! basis for the waiver. City shal! respond to the
request for waiver within thirty days after notice is received.
8.2.2 Approved Plan. The Borrower agrees that it
shall be committed to carry out pursuant to the City's
specifications an affirmative action program in keeping with the
principles as provided in Executive Order !1246 (September 24,
1965). The City shall provide affirmative action guidelines to
the Borrower to assist in the fo_~-mu!ation of such program. The
Borrower shall ~ubmit a plan for an affirmative action program
for approval prior to the award of Funds.
8.2.3 Women and Minority Business Enterprises. The
Borrower will use its best efforts to afford minority and women-
owned business enterprises the maximum practicable opportunity
participate in the performance of this Agreement. As used in
this Agreement, the term "minority and female business
enterprise" means a business at least fifty-one percent (51%)
owned and controlled by minority group members or women. For the
purpose of this definition, "minority group members~ are Afro-
Americans, Spanish-speaking, Spanish surname or Spanish-heritage
Americans, Asian-Americans, and American Indians. The Borrower
may rely on written representations by businesses regarding their
status as minority and female business enterprises in lieu of an
independent investigation.
8.2.4 Access to Records. The Borrower shal! furnish
and cause each of its contractors or subcontractors to furnish
al! information and reports required hereunder and wi!l permit
access to its books, records and accounts by the City, HUD or its
agent, or other authorized federal officials for purposes of
investigation to ascertain com_mliance with rules, regulations and
provisions stated herein.
8.2.5 Notifications. The Borrower will send to each
labor union or representative of workers with which it may have a
collective bargaining agreement or other contract or
understanding, a notice, to be provided by the agency contracting
officer, advising the labor union or worker's representative of
the Borrower's commitments hereunder, and shall post copies of
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the notice in conspicuous places available to employees and
applicants for employment.
8.2.6 EEO/AA Statement. The Borrower will, in al!
solicitations or advertisements for employees placed by or on
behalf of the Borrower, state that it is an Equal Opportunity or
Affirmative Action Emp!oyer.
8.2.7 Subcontract Provisions. The Borrower will
include the provisions of Sections 8.1 and 8.2 in every
subcontract or purchase order, specifically or by reference, so
that such provisions will be binding upon each contractor or
subcontractor or vendor.
8.3 Employment Restrictions.
8.3.1 Prohibited Activity. The Borrower is prohibited
from using Funds provided herein or personnel em_mioyed in the
administration of the CDBG Program for political activities,
sectarian or religious activities, or lobbying, political
patronage, and nepotism activities.
8.3.2 Labor Standards. The Borrower agrees to comply
with the requirements of the Secretary of Labor in accordance
with the Davis-Bacon Act, as amended, the provisions of Contract
Work Hours, the Safety Standards Act, the Cope!and "Anti-
Kickback" Act (40 U.S.C. 276a-276a-5; 40 U.S.C. 327 and 40 U.S.C.
276c and a!l other applicable Laws pertaining to labor standards
insofar as those acts apply to the performance of this Agreement.
The Borrower shall maintain documentation which demonstrates
compliance with the hour and age requirements of this part. Such
documentation shall be made available to the City for review upon
request.
The Borrower agrees that, except with respect to the
rehabilitation or construction of residential property containing
less than eight (8) units, all contractors engaged under
contracts in excess of $2,000 for construction, renovation or
repair of any building or work financed, in whole or in part,
with assistance provided under this Agreement, shall comply with
the federal requirements adopted by the City pertaining to such
contracts and with the applicable re_quirements of the regulations
of the Department of Labor, under 29 CFR Parts !, 3, 5 and 7
governing the payment of wages and ratio of apprentices and
trainees to journeymen; provided, that if wage rates higher than
those required under the regulations are imposed by state or
!oca! laws, nothing hereunder is intended to relieve the Borrower
of its obligation, if any, to require payment of the higher wage.
The Borrower shal! cause or require to be inserted in full, in
al! such contracts subject to such regulations, provisions
meeting the requirements of this paragraph.
021029 SDL 0091153
8.3.3 "Section 3" Clause.
a o Compliance with the provisions of "Section 3"
regulations set forth in 24 CFR Part 135, and
al! applicable rules and orders, issued
hereunder prior to the execution of this
Agreement, shall be a condition of the
federal financial assistance provided under
this Agreement and binding upon the City, the
Borrower and any contractor or subcontractor.
Failure to fulfill these requirements shall
subject the City, the Borrower and any
contractor or subcontractor, their successors
and assigns, to those sanctions specified by
the agreement through which federal
assistance is provided.The Borrower
certifies and agrees that no coltractua! or
other disability exists which would .prevent
compliance with these requirements.
The Borrower further agrees to comply with
these "Section 3" requirements and to include
the following language in al! subcontracts
executed under this Agreement:
"The work to be performed under this
agreement is a project assisted under a
program providing direct federa! financial
assistance from HUD and is subject to the
requirements of Section 3 of the Housing and
Urban Development Act of 1968, as amended, 12
U.S.C. 1701. "Section 3" requires that to
the greatest extent feasible opportunities
for training and employment be given to low
and very low income residents of the project
area and contracts for work in connection
with the project be awarded to business
concerns that provide economic opportunities
for low and very low income persons residing
in the metropolitan area in which the project
is located."
The Borrower further agrees to ensure that
opportunities for training and employment
arising in connection with a housing
rehabilitation (including reduction and
abatement of .lead-based paint hazards),
housing construction, or other public
construction project are given to low and
very low income persons residing within the
metropolitan area in which the CDBG-funded
project is !ocated; where feasible, priority
should be given to !ow and very low income
persons within the service area of the
021029 SDL 009 ] 153 1 3
b o
C ¯
project or the neighborhood in which the
project is located, and to low and very low
income participants in other HUD programs;
and award contracts for work undertaken in
connection with a housing rehabilitation
(including reduction and abatement of lead-
based paint hazards), housing construction,
or other public construction project are
given to business concerns that provide
economic opportunities for !ow and very low
income persons residing within the
metropolitan area in which the CDBG-funded
project is !ocated; where feasible priority
should be given to business concerns which
provide economic opportunities to low and
very low income residents within the service
area of the neighborhood in which the project
is located, and to !ow and very low income
participants in other HUD programs.
The Borrower certifies and agrees that no
contractual or other legal incapacity exists
which would prevent compliance with these
requirements.
The Borrower agrees to send to each labor
organization or representative of workers
with which it has a collective agreement or
other contract or understanding, if any, a
notice advising the labor organization or
worker's representative of its commitments
under this "Section 3" clause and shall post
copies, of the notice in conspicuous places
available emp!oyees and applicants for
employment or training.
The Borrower will include this "Section 3"
clause in every subcontract and will take
appropriate action pursuant to the
subcontract upon a finding that the
contractor or subcontractor is in violation
of regulations issued by the grantor agency.
The Borrower will not subcontract with any
contractor or subcontractor where it has
notice or knowledge that the latter has been
found in violation of regulations under 24
CFR Part 135 and will not let any subcontract
unless the contractor or subcontractor has
first provided it with a preliminary
statement of ability to comply with the
requirements of these regulations.
021029 SDL 0091153 3. 4
8.4 Conduct.
8.4.1 Assignability. The Borrower shall not assign or
transfer any interest in this Agreement without the prior written
consent of the City; provided, however, that claims for money due
or to become due to the Borrower from the City under this
Agreement may be assigned to a bank, trust company, or other
financial institution without such approval. Notice of any such
assignment or transfer shall be furnished promptly to the City.
8.4.2 Hatch Act. The Borrower agrees that no Funds
provided, nor personne! employed under this Agreement, shall be
in any way or tO any extent engaged in the conduct of political
activities in violation of Chapter 15 of Title 5 of the United
States Code.
8.4.3 Conflict of Interest. The Borrower agre4s to
abide by the provisions of 24 CFR Section 570.611 with respect to
conflicts of interest,~ and covenants that it presently has no
financia! interest and shall not acquire any financial interest,
direct or indirect, which would conflict in any manner or degree
with the performance of Services required under this Agreement.
The Borrower further covenants that in the performance of this
Agreement, no person having such a financial interest shall be
employed or retained by the Borrower hereunder. These conflict
of interest provisions apply to any person who is an emp!oyee,
agent, consultant, officer, or elected official or appointed
officia! of the City, or of any designated public agencies or
Borrowers which are receiving Funds under the CDBG Program.
8.4.4 Subcontracts.
The Borrower shall not enter into any
subcontracts with any agency or individual in
the performance of this Agreement without the
written consent of the City prior to the
execution of such subcontracts.
The Borrower wi!l monitor all subcontract
services on a regular basis to assure
contract compliance. Results of monitoring
efforts shall be summarized in written
reports and supported with documented
evidence of fol!ow-up actions taken to
correct areas of noncompliance.
C ¯The Borrower shal! cause a!l of the
provisions of this Agreement in its entirety
to be included in and made a part of any
subcontract executed in the performance of
this Agreement.
The Borrower shall undertake to ensure that
all subcontracts let in the performance of
this Agreement shal! be awarded on a fair and
021029 SDL 0091153 1 5
8.4.5
a o
c °
open competition basis. Executed copies of
all subcontracts shall be forwarded to the
City along with documentation concerning the
selection process.
Lobbying.
The Borrower hereby certifies that:
No Federal appropriated funds have been paid
or wi!l be paid, by or on behalf of it, to
any person for influencing or attempting to
influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a
Member .of Congress in connection with the
awarding of any Federa! contract] the making
of any Federa! grant, the making of any
Federal loan, the entering into of any
cooperative agreement, and the extension,
continuation, renewal, amendment, or
modification of any Federal contract, grant,
loan, or cooperative agreement;
If any funds other than Federal appropriated
funds have been paid or will be paid to any
person for influencing or attempting to
influence an officer or emp!oyee of any
agency, a Member of Congress, an officer or
e~mloyee of Congress, or an employee of a
Member of Congress in connection with this
Federa! contract, grant, !oan, or cooperative
agreement, it wil! com_miete and submit
Standard Form-LLL, "Disc!osure Form to Report
Lobbying," in accordance with its
instructions;
It will require that the language of
paragraph (d) of this certification be
included in the aware documents for all
subawards at all tiers (including
subcontracts, subgrants,and contracts under
grants, loans, and cooperative agreements)
and that al! Borrowers shal! certify and
disclose accordingly; and
Lobbvinq Certification - Paramramh d
This certification is a material
representation of fact upon which reliance
was placed when this transaction was made or
entered into. Submission of this
certification is a prerequisite for making or
entering into this transaction imposed by
section 1352, Title 31, U.S. Code. .~ny
021029 SDL 0091153 ! 6
person who fails to file the required
certification shal! be subject to a civil
penalty of not less than $i0,000 and not more
than $!00,000 for each such failure.
8.4.6 Copyrights. If this Agreement results in any
copyrightable material, the City or grantor agency, or both,
reserves the right to royalty-free, non-exclusive and irrevocable
license to reproduce, publish or otherwise use and to authorize
others to use, the work for government purposes.
8.4.7 Religious Organizations. The Borrower agrees
that Funds provided under this Agreement will not be utilized for
religious activities, to promote religious interests, or for the
benefit of a religious organization in accordance with the
federal regulations specified in 24 CFR Section 570.200(j).
SECTION 9. ENV!ROk!MENTAL CONDITIONS
9.1. Air and Water. The Borrower agrees to comply with
the fol!owing regulations insofar as they apply to the
performance of this Agreement: Clean Air Act, 42 U.S.C. 7401, e_!t
s__9_q.; Federal Water Pollution Contro! Act, as amended, 33 U.S.C.
1251, et seq., as ~mended, 1318 relating to inspection,
monitoring, entry, reports, and information, as wel! as other
requirements specified in said Section 114 and Section 308, and
all regulations and guidelines issued thereunder; U.S.
Envirorumenta! Protection Agency regulations pursuant to 40 CFR
Part 50, as amended.
9.2 F!ood Disaster Protection. In accordance with the
requirements of the Flood Disaster Protection Act of 1973 (42 USC
4001), the Borrower shal! assure that for activities !ocated in
an area identified by FEMA as having special f!ood hazards, flood
insurance under the National F!ood Insurance Program is obtained
and maintained as a condition of financia! assistance for
acquisition or construction purposes (including rehabilitation).
9.3 Lead-Based Paint. The Borrower agrees that any
construction or rehabilitation of residentia! structures with
assistance provided ~nder this Agreement shall be subject to HUD
Lead-Based Paint Regulations at 24 CFR Part 35 et seq. as
amended. Such regulations, effective September 15, 200, set
requirements for notification, evaluation and reduction of lead-
based paint hazards in residential property being assisted with
Community Development Block Grant Funds.
9.4 Historic Preservation. The Borrower agrees to
comply with the historic preservation requirements set forth in
the Nationa! Historic Preservation Act of 1966, as amended (16
U.S.C. 470) and the procedures set forth in 36 CFR Part 800,
Advisory Council on Historic Preservation Procedures for
Protection of Historic Properties, insofar as they apply to the
performance of this Agreement. In genera!, this requires
concurrence from the State Historic Preservation Officer for al!
021029 SDL 009! 153 17
rehabilitation and demolition of historic properties that are
fifty years old or older or that are included on a federal,
state, or local historic property list.
SECTION i0.SEVERAB!L!TY
If any provision of this Agreement is held invalid, the
remainder of the Agreement shall not be affected thereby and all
other parts of this Agreement shal! nevertheless be in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have by their
duly authorized representatives executed this Contract on the
date first above written.
ATTEST:CITY OF PAL0 ALTO
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Assistant City Manager
Director of Administrative
Services
Director of Planning and
Community Environment
Risk Manager
Attachments:
EXHIBIT "A':
EXHIBIT "B':
EXHIBIT "C':
Mayor
PALO ALTO COMMUNITY CHILD
CARE, !NC.
Taxpayer identification No.
Fed. I.D. #94-2242823
(Compliance with Corp. Code § 313 is
required if the entity on whose behalf
this contract is signed is a corporation.
In the alternative, a certified corporate
resolution attesting to the signatory
authority of the individuals signing in
their respective capacities is
acceptable)
SCOPE OF SERVICES &TIME SCHEDULE
PROMISSORY NOTE
INSURANCE
021029 SDL 0091153 ! 8
CERTIFICATE OF ACKNOWLEDGSIENT
(Civil Code § 1189)
STATE OF CALIFO~IA )
)
COUNTY OF SANTA CLARA)
On ~~, ~,~-before me, the undersigned, a
no~ry~ pub!i~ ip~nd fo~ said County, personally appeared
~!ly kn o~.~_%~ (or proved to me on the basis of
satisfactory evidence) to be the person(i~ whose name~@ is/az~
subscribed to the within instrument, and acknowledged to me that
h~-/she/th~y executed the same in hi)~£ her/their authorized
capacity(ix), and that by h~her/th~ir signature(s~ on the
instrument the person(d, or the entity upon behalf of which the
person(~ acted, executed the instrument.
WITNESS my hand and ~official seal.
021029 SDL 0091153 19
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF CALIF0~iA )
)
COUNTY OF SANTA CLARA)
On ~_~~b~If. ~OO,~-before me, the undersigned, a
notary public _ in and for~ said County, personally appeared
~e[sona!!~_ known to me (or proved to me on the basis of
satisfactory evidence) to be the person(~<[ whose name~) is/a~
subscribed to the within instrument, and acknowledged to me that
h~he/th~.y executed the same in h~ her/their authorized
capacity(i~s), and that by h~s~ther/th~r signature(~ on the
instrument the person~, or the entity upon behalf of which the
person(~-acted, executed the instrument.
WITNESS my hand and official seal.
021029 SDL 0091153 2 0
EXHIBIT "A"
PALO ALTO COMMUNITY CHILD CARE, INC. - VENTURA COMM-UNITY CENTER
SCOPE OF SERVICES
Palo Alto Community Child Care, Inc., is a community-based nonprofit agency providing
child care and related services to people living and!or working in Palo Alto.
This project consists of painting the exterior of the Ventura Community Center. The
buildings are made mainly of smooth textured stucco with stucco soffits, wood caves and
trim. There are numerous metal support poles and wood entry doors which shall also be
painted. There was a water and seepage problem on the stucco soffits that caused
extensive damage to the stucco. The roof has been replaced and the painters will repair
all soffit damage to stucco prior to painting. The major tasks that Palo Alto Community
Child Care, Inc. will perform in connection with the project include, but are not limited
to, the following:
1. Test for the presence of lead-based paint on surfaces of the existing fencing.
2. Follow lead-based paint noticing and abatement procedures, if indicated in
accordance with federal regulations.
3. Apply for City required permits and/or variances based on proposed
4. Prepare bid specifications in accordance with federal regulations including, but not
limited to, prevailing wage, lead-based paint abatement and requirement, and
competitive bid.
5. Select contractor
6. Attend pre-consmaction conference
7. The buildings will have a two or three color combination consisting of a main body
and cave color, wood trim and metal poles color and a third accent color for the wood
doors.
8. Powerwash complete exterior areas to be painted to remove dirt, dust and mildew.
Scrape, sand and wire brush all loose and peeling paint. Repair all cracks and holes
in main stucco body with an elastomeric patch. Re-stucco soffits where water
damage has occurred. Caulk all gaps and joints in wood trim and casings. Fully
stainlock prime all bare and prepared areas with appropriate primers. Mask off all
windows, cover all walkavays and plants. Remove and reinstall fixtures and numbers.
E~IBIT ~A"
Scope of Services - continued.
Competitive Bid Process
All contracts and subcontracts shall be awarded through a fair
and open competitive bidding process. The process shall be
reviewed and approved by City. PALO ALTO CONIt~TNITY CHILD CARE,
INC. wil! use its best efforts to afford minority and women-
owned business enterprises the maximum practicable opportunity
to participate in the contracts let in the~.performance of this
project. Executed copies of all contracts shall be supplied to
City along with documentation concerning the selection process.
Prevailing Wage and "Federal Labor Standards
PALO ALTO COFLMI!NITY CHILD CARE, INC., its contractors and
subcontractors shall comply with the FederalDavis-Bacon Act
Prevailing Wage re~airements including inserting the applicable
wage decision into the bid documents, and al! contracts awarded
under this Agreement. PACCC, the selected contractor ~nd any
subcontractors will participate in a pre-construction conference
with City to review Davis Bacon compliance requirements,
including reporting and monitoring.
Timeline:
The project will attempt to a~here to the following timetable:
October 15, 2002
November 15, 2002
November 15, 2002
December 1, 2002
December 15, 2002
January 1, 2003
January 15, 2003
February 15, 2003
Meeting with City Staff to review proj ect specifications
Bid Documents Available/Ad in Paper
City Contract Si~ed
Bid opening and contractor selection
-City Council contract approval
Pr~-Construction conference
Stan of Construction
~'ork Completed
021029 SDL 0091153
EXHIBIT ~'B"
PROM!SSORY~ NOTE
$98,000.00 Date:
Palo Alto, California
FOR VALUE RECEIVED, PALO ALTO COMMUNITY CHILD CARE, INC., a
corporation organized under the Nonprofit Public Benefit
Corporation Law of the State of California ("BORROWER"),
promises to pay to the order of the City of Pa!o Alto, a charter
city and a municipal corporation ("CITY"), the principal sum of
Ninety-Eight Thousand Dollars ($98,000) at the office of Revenue
Co!!ec.tions of the City of Palo Alto, 250 Hamilton Avenue, P.O.
Box 10250, Palo Alto, CA 94303, or at such other place as CITY
may from time to time designate, with interest from the date of
this PROMISSORY NOTE ("Note"), until paid, at the rate of six
percent (6%) per year on the unpaid principal balance.
This Note is made in connection with an agreement entitled
"AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PALO ALTO CONI~UNITY
CHILD CARE, INC. FOR FUNDS ALLOCATED DURING FISCAL YEAR 2002/03
UNDER THE C0~ITY DEVELOPMENT BLOCK GRANT PROGRAM
(~Agreement"). The Agreement provides that BORROWERis the
recipient of certain Community Deve!opment Block Grant(~CDBG")
funds designated for certain renovation costs at theACHIEVE
school facility ;iocated at 3990 Ventura Court, Palo Alto,
California.
Any amounts advanced under this Note shall, at the option of
CITY, become immediately due and payable upon the occurrence of
any of the fol!owing: (a) the -failure by BORROWER to
commence and complete the project of services or to complete the
scope of services set forth in the Agreement within a period of
one (!) year after the date of this Agreement; (b) if
BORROWER defaults in any of the terms of the lease between CITY
and BORROWER; (c) a use by BORROWER of the Facility, prior to
July !, 2008, which violates the applicable provisions of CITY's
Charter, ordinances, or regulations, or which is not an
"eligible activity" under .the CDBG Program of the Housing and
Community Deve!opment Acts of 1974 and 1977, as amended, and the
regulations issued pursuant thereto by the United States
Department of Housing and tUrban Deve!opment, or successor
agency; and (d) an uncured default under the Agreement, this
02]029 SDL 0091153
Note, or the Deed of Trust. Subject to the terms of the
Agreement, the entire principa! balance shal! be considered paid
in full if, on July !, 2008, the contingencies set forth in
subparagraphs (a), (b), (c) and (d) above have not occurred.
BORROWER, any endorser of this Note, and any others who may
become liable for al! or any part of the obligations evidenced
by this Note may prepay all or any portion of the principal sum
of this Note, without penalty. Any and al! payments made
hereunder shall be credited, first, on the interest then due
and, the remainder, on the principal balance, and interest on
the principal balance so credited shal! thereupon cease.
BORROWER, any endorser of this Note, and any others who may
become liable for all or any part of the obligations evidenced
by this Note or this Note, as amended, hereby individually waive
demand, presentment for payment, demand and protest, notice of
protest, demand, and of dishonor and non-payment, and consent to
any number of extensions or renewals of time hereof. Any such
extensions or renewals may be made without notice to any of the
obligated parties and without affecting their liability. The
pleading of any statute of limitations as a defense to any
demand against BORROWER is expressed waived by BORROWER. If
BORROWER consists of more than one person or individual, each
person or individual shall be jointly and severally liable under
this Mote.
BORROWER sha!l not further encumber, mortgage or subject the
Facility, or the tea! property on which it is located, or any
interest therein, to a deed of trust, mortgage, indenture, or
other document of legal encumbrance (individually, ~Encumbrance"
and jointly, ~Encumbrances") without the prior written consent
of CITY.
Unless CITY shall expressly agree otherwise, in writing, any
Encumbrance affecting the Facility shal! provide that, in the
event of any default or breach by BORROWER under any Encumbrance
entitling any party thereunder to accelerate the indebtedness
secured thereby and forec!ose upon the Facility, (I) CITY shall
have the right, but not the obligation, to cure the default
prior to the completion of any forec!osure and reinstate the
Encumbrance; or (2) pay the total unpaid indebtedness secured by
such Encumbrance, in which event, such Encumbrance shal! be
released, canceled, or otherwise reconveyed.
021029 SDL 0091 t53
2
Any amounts expended by CITY under the contingencies set forth
in (i) or (2) of the preceding paragraph shall be reimbursed by
BORROWER upon demand of CITY therefor, and, in any event, shal!
bear interest at the maximum rate permitted by Article XV,
Section 1(2) of the California Constitution, as may be amended
from time to time, from the date such amounts were advanced by
CITY until paid by BORROWER in full. All such amounts,
including interest and any penalty authorized under the
Agreement, this Note, or the Deed of Trust, shall be added to
the principal of this Note. The approva! by BORROWER of any
Encumbrance, and the placing of a security interest therefor on
the Facility, or any portion thereof, not containing the
provisions of the preceding paragraph and this paragraph shal!
constitute a default under this Note.
If any default is made hereunder, BORROWER further promises to
pay reasonable attorneys' fees and costs and expenses incurred
by CITY in connection with any such default or any other action
or other proceeding brought to enforce any of the provisions of
this Note. CITY's right to such fees shall not be limited to or
by its representation by staff attorneys of CITY's Office of the
City Attorney, and such representation shal! be valued at the
customary and reasonable rates for private sector lega!
services.
The relationship of CITY and BORROWER evidenced by this Note
shall be deemed to be one of creditor and debtor and not of
partnership or joint venture.
This Note may not be modified or amended except by an instrument
in writing which expresses such intention of the parties sought
to be bound thereby, and such writing shall be firmly attached
to this Note and made a part thereof.
Any failure of CITY or other holder to exercise any rights under
this Note shal! not constitute a waiver of such rights or of any
other rights under this Note.
This Note shall be governed by and construed in accordance with
the laws of the State of California.
//
//
//
//
021029 SDL 0091153
To the extent assignment of this Note is permitted by CITY, the
terms of this Note shall apply to, inure to the benefit of, and
bind all of the parties thereto, their heirs, successors and
assigns.
EXECUTED BY BORROWER on the date first above written.
PALO ALTO COMMUNITY CHILD
CARE, INC.
Taxpayer Identification No.
Fed. I.D. #94-2241823
(Compliance with Corp. Code § 313 is required
if the entity on whose behalf this contract is
si_~ned is a corp. oration, in the alternative,
a certified co_~porate resolution attesting to
the signatory authority of the individuals
si_~ning in their respective capacities is
acceptable
021029 SDL 0091153
EXHIBIT ~C"
INSURANCE REQUIREMENTS
The policy or policies of insurance maintained by Subrecipient shal!
provide the following limits and coverages:
POLICY MINIMUM LIMITS OF LIABILITY
Worker's Compensation Statutory
Comprehensive Automobile
Liability (including
owned, hired, and non-
owned automobiles)
$!,000,000 Bodily Injury each person
$!,000,000 Bodily Injury each occurrence
$i,000,000 Property Damage each occurrence
Comprehensive Genera!
Liability (including
products and completed
operations, broad form
contractua!, and
personal injury)
$i,000,000 Bodily Injury each person
$!,000,000 Bodily Injury each occurrence
$!,000,000 Bodily injury aggregate
$!,000,000 Property Damage each occurrence
Am_y deductibles or self-insurance retentions must be declared to and
approved by the City. At the option of the City, either: the insurer
shal! reduce or eliminate such deductibles or self-insured retentions as
respects the City, its officers, officials, employees and volunteers; or
the Subrecipient shal! procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Insurance shal! be in full force and effect commencing on the first day
of the term of this Agreement. Each insurance policy required by this
Agreement shal! contain the following clauses:
!."This insurance shall not be suspended, voided, cancelled,
reduced in coverage or in limits except after thirty (30) days
written notice has been given to the City by certified mail,
return receipt requested."
2."AI! rights of subrogation are hereby waived against the City and
the members of the City Council and elective or appointive
officers or employees, when acting within the scope of their
employment or appointment."
H: \VB\Forms \ !nsRqmts. doc
3."The City, its officers, employees, agents and volunteers are to
be covered as insureds as respects: liability arising out of
activities performed by or on behalf of the Subrecipient,
products and completed operations of the Subrecipient; premises
owned, occupied or used by the Subrecipient; or automobiles
owned, leased, hired or borrowed by the Subrecipient. The
coverage shall -contain no special limitations on the scope of
protection afforded to the City, its officers, officia!s,~
emp!oyees, agents or volunteers."
4."It is agreed that any insurance maintained by the City of Palo
Alto will apply in excess of, and not contribute to, insurance
provided by the Subrecipient."
5."Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect
coverage provided to the City, its officers, officials,
emp!oyees, agents or volunteers."
6."insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the
limits of the insurer's liability."
All insurance coverage required under this Agreement sha!l be provided
through carriers with a Best's Key Rating Guide rating of X:VII or
higher that are admitted to do business in the State of California. The
certificate(s) of insurance evidencing such coverage shall be completed
and executed by an authorized representative of the Company providing
insurance, and shal! be filed with and approved by the City.
H : \'v-B\Forms \ InsRqmts. doc