2000-003-Rescinding Resolution #1992-123; And Approving Standard Agreement Forms For Community Development Block Grants And Community GrantsRESOLUTION 2000 - 03
RESOLUTION OF THE-TOWN COUNCIL OF THE TOWN OF LOS GATOS
RESCINDING.RESOLUTION#1992-123; AND
APPROVING STANDARD AGREEMENT FORMS FOR
COMMUNITY DEVELOPMENT BLOCK GRANTS (CDBG)
AND COMMUNITY GRANTS
WHEREAS, TOWN .awards grant funds to nonprofit agencies as reflected in the Town
Council approved operating budget; and,
WHEREAS, TOWN enters into agreements with nonprofit agencies for the provision of
public service, .housing, arts, and other programs and projects; and,
WHEREAS, TOWN .approved standard agreement forms through Resolution 1992-123.
THEREFORE, BE IT RESOLVED: thatthe Los Gatos Town Council doeshereby rescind
Resolution 1992-123 and
1. Approve standard form agreement for the Community Development Bloclc Grant Agreement
(Exhibit A); and,
2. Approve standard form agreement .for the Community Grant Agreement (Exhibit B); and,
3. Authorize the Town Manager to execute standard form agreements and agreement
amendments as long as said agreements conform with the Council approvedTown Operating
Budget.
4. Authorize the Town Manager to make administrative changes to the standard forms as my
be .necessary from time to time.
CSD08:A;\RBSOS\CSO11800.R00 - 1
PASSED .AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 18th day of January, 2000., by the following vote:
COUNCIL MEMBERS:
AYES.: Randy Attaway, Jan Hutchins, Linda Lubeck, Joe Pirzynslci,
Mayor Steven Blanton:
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED.:
MA R OF THE' O OF OS GATOS
LOS GATOS, CALIFORNIA
.ATTEST:
CLERK OF THE TO~3JN OF LOS GA O
LOS GATOS, CALIi~,ORNIA
CSD08:A:\RE808\C5011800.R00 - 2
(~ Exhibit A
AGREEMENT B1' AND BETWEEN THE TOWN OF LOS GATOS
AND
TWENTY-SIX {26TH) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
PURSUANT TO THE HOUSING AND COIVIIvIUNITY DEVELOPMENT ACTS
OF 1974 AND 1977, AS AMENDED .
THIS AGREEMENT, made and entered into this day of , 2000, by and between the
TOWN OF LOS GATOS, a municipal corporation ofthe State of California (hereinafter referred to as "TOWN"), and
the a .nonprofit corporation, {hereinafter referred to as
"CONTRACTOR").
THE PARTIES HEREBY AGREE AS FOLLOWS:
SECTION 1. RECITALS:
TOWN has received'Community Development Block Grant funds from the U.S. Department of
Housing and Urban Development (hereinafter "HUD") through the County of..Santa Clara (hereinafter "County") as a
non-entitlement city pursuant to the provisions of Title I of the Housing and Community Development Acts of 1974
and 197?, as amended; and
TOWN desires to engage CONTRACTOR who has been allocated a,porkion of TOWN'S said funds,
to be utilized during the time period as set forth in Section 2, "Term of Agreement;" herein.
The purpose of this agreement is to implement those services as described in Exhibit B, "Scope of
.Services" (hereinafter"Project").
SECTION 2. TERM OF AGREEMENT:
The term of this Agreement shall'be from July 1, 1999, to June 30, 2000, inclusive.
SECTION 3. SCOPl/ OF SERVICES AND ASSURANCES:
CONTRACTOR shall' perform those services as specified'in detail on Exhibit B, entitled "Scope of
:Services;" which is attached hereto and .incorporated herein, and assures and certifies all those matters set forth in
Exhibit A entitled "'Assurances."
SECTION 4. PAYMENTS TO CONTRACTOR:
A. GENERAL: TOWN agrees to reimburse CONTRACTOR a sum of money .not to exceed
($ ~ ). Payments shall be made quarterly on a reimbursement basis for services
actually performed as set forth in Exhibit B. Invoices requesting payment shall be submitted as stated in
Section 7, "Obligations of Contractor." In no event shall CONTRACTOR overrun the total budget for any
quarterwithout obtaining,prior written approval from TOWN.
B. TOWN REVIEW: Payment to CONTRACTOR shall be made net 30 :days after receipt by TOWN of the
.quarterly invoices. CONTRACTOR'S. invoice shall be submitted as stated in°Section 7, "Obligations of
Contractor," and shall be mailed to: Town of Los Gatos,. Accounts Payable, P.O. Box 949, :Los Gatos, CA,
9503.1, All invoices shall include TOWN' S purchase order number, Payment shall be made solelyfor services
set forth in Exhibit B, and subject to TOWN's review of performance .asset forth in Section 8, "Monitoring
and Evaluation,"
SECTION 5. INSURANCE
CONTRACTOR shall certify insurability subject to TOWN approval as specified in Exhibit C
entitled, "Insurance ,Requirements for Contractors", which is .attached hereto and incorporated herein. TOWN'S
Attorney may, at hislher discretion, waive any or all insurance .requirements in Exhibit C, upon written request by .
CONTRACTOR.
SECTION 6. PROGRAM COORDINATION:
A. TOWN; The Director of the Community Services Department(hereinafter "DIRECTOR"), orhis/her
designee, shall be the TOWN :official .responsible for the Community Development Block Grant
(CDBG) Program .and shall render overall supervision of the progress and performance of this
Agreement by TOWN. All services agreed to be performed by TOWN shall be .under the overall
direction of DIRECTOR.
B. CONTRACTOR: CONTRACTOR shall assign a single Project Director who shall have overall
responsibility for the progress and execution of this Agreement. Should circumstances or conditions
subsequenttothe execution ofthis Agreementrequire asubstitute Project Director, CONTRACTOR
shall notify TOWN immediately of such.occurrence. Project Directorand CONTRACTOR staff will
fully cooperate with DIRECTORrelating tothe Project, areas of concern, and the impact of Project
on residents of TOWN.
C. NOTICES: All notices or other correspondence required or contemplated by this Agreement shall
be sent to the .following addresses unless otherwise noted:
TOWN; Director of Community Services CONTRACTOR: (name)
Town of Los Gatos (attention)
P.O. Box 949 ~ (address)
Los Gatos, CA 95031 (city, state)
SECTION 7. OBLIGATIONS OF CONTRACTOR:
A. Organization of CONTRACTOR:
1. Within 15 days of execution of this Agreement, CONTRACTOR shall deliver the.following
to DIRECTOR:
a, Articles of Incorporation under the laws of the State of California;
b. Current bylaws;
2
c. Verification and documentation of Internal Revenue Service nonprofit statusunder
Title 26, Section 501(cj of the Federal Code:
d. .Names and addresses of current Board of Directors;
e. Personnel policies and procedures including Affirmative Action Plan if staff
exceeds fifteen (15) employees; and,
f. An organizational chart and staffing profile.
Contractor shall report in writing any changes within flue (5) days of the effective date.
2. No member of the Board of Directors or the Director's family may be a paid employee, agent
or subcontractor of CONTRACTOR.
3. CONTRACTOR'S Board ofDirectorsshallinclude.representation from the broadest possible
cross section of the community including: those with expertise and .interest in the
CONTRACTOR'S services,representatives from community organizations interested inthe
CONTRACTOR'S services,. and users of the CONTRACTOR'S services.
4. Meetings of CONTRACTOR'S Board of Directors, except meetings, or portions thereof,
dealing with personnel or litigation matters, shall be .open to the public.
5. CONTRACTOR shall keep minutes, approved by the Board of Directors, of all regular
special meetings.
6. CONTRACTOR shall encouragepublic participationin planning and implementing services
under this Agreement.
B. Program Performance of CONTRACTOR:
CONTRACTOR shall:
1. File quarterly .narrative reports with the TOWN on the types and :numbers of services
rendered to beneficiaries through the operation of the Project, which reports shall evaluate
the manner in which the Project is achieving its goals according to standards established by
TOWN. The reports shall be due on October 15, January 1S, April 15, and July 15, or the
first working day thereafter and shall cover the entire quarter immediately preceding the date
on which the report is filed. Said reports shall be made on forms approved by TOWN.
2. Submit on a quarterly basis, a reimbursement invoice for the quarter immediately preceding
the date on which the report is f led and cumulative totals from the effective date of this
Agreement. Said invoices shall be due on October 15, January 15, April 15, and July 1S,
or the first working day thereafter..
3. Coordinate its services with other existing organizations providing similar service in order
to foster community cooperation and to avoid unnecessary duplication of services.
3
4. Include an acknowledgment of TOWN funding and support on Project publicity and
publications using words to the effect that "services are funded in whole or in part by Town
of Los Gatos."
5. Submit to County, or TOWN atsuch times and in such forms as HUD, County, or TOWN
may require, such statements, records, reports, data, and information pertaining to matters
covered by this Agreement.
6. Maintain offices to meet the needs of the services offered by the Project ..pursuant to this
Agreement.
C. Fiscal Responsibilities of CONTRACTOR:
CONTRACTOR shall:
1. Appoint and submit to TOWN, the name of a fiscal agent who shall be responsible for the
financial .and accounting activities of the CONTRACTOR, including the receipt and
disbursement of CONTRACTOR funds.
2. Establish .and maintain a system of accounts.that shall be in conformance with generally
.accepted principles of accounting for budgeted funds. Such system of accounts shall be
subject to review and approval of TOWN. '
3. Document all costs by maintaining complete and accurate records of all fmancial
transactions, including but not 'limited to contracts, invoices, time cards, cash receipts,
vouchers, canceled checks, bankstatementsand/or other official documentation evidencing
in proper detail the nature and propriety of all charges.
4. Submit to HUD or TOWN at such times and in such forms as HUD or TOWN may require,
such statements, records, reports, data, and information pertainingto matters covered by this
Agreement.
D. Records, Reports and Audits ofCONTRACTOR:
1. Establishment and Maintenance of Records. CONTRACTOR shall maintain records,
including 'but not .limited to, books, financial records, supporting documents, statistical
records, personnel, property, and all otherpertinent records sufficient to reflect properly:
a. All direct and indirect costs of whatever nature claimedto have been incurred and
anticipated to be incurred to perform this Agreement; and,
b. ~ All other matters covered by this Agreement. Such records shall be maintained in
accordance with requirements now or hereafter prescribed by the TOWN.. .
2. .Preservation of Records. CONTRACTOR shall,preserve and make available its records:
a. until the expiration of three (3) years from. the date of fmal payment to
CONTRACTOR under this Agreement; or,
b. for such conger period, if any, as may be required by applicable .law; or,
4
c. if this Agreement is completely or partiallyterminated, the records relating to the
work. terminated shall be preserved and made available for a period of three (3)
years from the date of any resulting fmal settlement.
3. Examination of Records: Facilities. At anytime during normal business hours, and as often
as maybe deemed necessary, CONTRACTOR agrees that HUD, County, and/or TOWN,
and/or any of their respective authorized representatives shall until the expiration of:
a. three (3) years after fmal .payment under thisAgreement; or,
b. such'longer period as may be prescribed,
have access to and the right to examine its plants, offices and facilities engaged in
performance ofthis Agreement and all its records with respect to all matters covered by this
Agreement. CONTRACTOR also agrees that HUD, County, and/or TOWN, or any of their
respective authorized representatives shall have the right to audit, examine, .and make
excerpts or transcripts of and from such records, and to make audits of all contracts andsub-
.contracts, invoices,.payrolls, records ofpersonnel, conditions ofemployment,materials, and
all other data relating. to matters covered by this Agreement.
4. Audits•
a. Indeuendent Audits. TOWN .may require CONTRACTOR to perform an
independent fiscal audit, in conformance with generally accepted standard
accounting principles. Such audits must identify the funds received and disbursed
relating to thisAgreement. The costs forsuch audits hall be at CONTRACTOR'S
expense, unless otherwise providedfor in this Agreement. Copies ofthe completed
.audits shall be provided to DIRECTOR.
b. :Town Audits. TOWN may perform an independentaudit. Such audits may cover
programmatic as well as fiscal matters. CONTRACTOR will be afforded an
opportunity to respond to any auditfmdings, and havethexesponses included in the
final .audit report. Costs of such audits will be borne by the TOWN.
c. Disallowed Costs. CONTRACTOR is liable for repayment of disallowed costs as
determined by TOWN, County, and/or HUD. Disallowed costs maybe identified
through audits, monitoring or other sources. CONTRACTOR shall be afforded the
opportunity to respond to any adverse findings whichmay lead o disallowed costs.
DIRECTOR shall .make the final determination of .disallowed costs, subject to
.provisions of OMB circular A-122, Cost Principles .for Nonprofit Organizations
and applicable HUD regulations.
5
E, Contractineand Assienability Requirements:
1. Duties under this Agreement shall notbe delegated or assigned by CONTRACTOR norshall
any of the work or services to be performed :hereunder be subcontracted to third parties
except to the extent and in the manner hereinafter provided..
2. CONTRACTOR shall submit to'TOWN at least ten (10) days prior to their execution-all
contracts or subcontracts when the total anticipated expense of CONTRACTOR from funds
under this Agreement exceeds One Hundred Dollars ($100). Said contracts shall be in
writing and shall provide that all parties shall be bound by the provisions of this Agreement
' to the same extent that CONTRACTOR is bound hereby. It is hereby agreed that TOWN
may require a CONTRACTOR to terminate any contract or subcontract upon giving
CONTRACTOR written notice to do so and upongood cause shown. CONTRACTOR shall
.terminate such contract. or subcontract within twenty (20) days of receipt of said notice.
CONTRACTOR'S contract ~r subcontract shall provide for termination by CONTRACTOR
within twenty (20) days of receipt of said notice from TOWN. As an alternative to he
requirement CONTRACTOR'S contract or subcontract shall provide for such twenty (20)
day termination of CONTRACTOR and the .right of TOWN by written notice to
CONTRACTOR to exercise said right of termination, at the sole discretion of DIRECTOR.
TOWN may waive such termination requirement by CONTRACTOR under terms and
conditions acceptable to DIRECTOR. In the :case of any contract or subcontract for work
with a .private contractor, concurred in by the TOWN, CONTRACTOR shall record and
retain the following records:
a. an explanation of how the amount of compensation or reimbursement to be paid
was determined;
b. identification ofeach prospective contractor considered;
c. summary of bids and proposals, if any, received;
d. justification for noncompetitive procurement of contract services and reasons for
the selection of the CONTRACTOR, or the justification for selection of other than
the lowest bidder in competitive procurement.
3. No subcontractor of CONTRACTOR will be recognized by TOWN as such rather, all
subcontractors are deemed to be employees of CONTRACTOR, and CONTRACTOR agrees
to be responsible for subcontractor's ;performance and any liabilities attaching to
subcontractor's actions or omissions.
4. CONTRACTOR shall not assign any interest in this Agreement, and shall not transfer any
interest in the same (whether by assignment or novation), without the prior written consent
of the TOWN thereto.
6
F. Independent Contractor:
1. It is understood and agreed by and between the parties hereto that CONTRACTOR, in the
performance of this Agreement, shall act as and be an independent contractor and not an
agent or employee of TOWN, and thatas an independent contractor, CONTRACTOR shall
obtainno rights to retirement benefits or other benefits which accrue to TOWN employees,
and CONTRACTOR expressly waives any claims it may have to such rights.
2. Certain Policy Matters. It is understood and agreed by and between the parties hereto that
CONTRACTOR in the performance of this Agreement,. hall .not act, nor is it at any time
authorized to act, as the agent or .representative of TOWN in any matter-involving or
affecting local, state or federal policy. CONTRACTOR agrees that it will not in any matter
hold itself outas the agent or representative of TOWN or act in such a fashion aswould give
the impression to a reasonable person that CONTRACTOR is acting in such a capacity in
such matters. '
G. Compliance With Laws:
1. CONTRACTOR shall become familiar and comply and .cause all its subcontractors and
employees, if any, to become familiar and comply with all applicable federal, state, andlocal
laws, ordinances,. codes, regulations and decrees including but not limited to those federal
rules and regulations detailed in Exhibit D entitled, "General Block Grant Conditions,"
which is attached hereto and incorporatedherein. CONTRACTOR shall comply with all
.applicable provisions of the Code of Federal Regulations, as amended. Failure of TOWN
to in any manner observe and adhere to law, as described herein or as amended, shall in no
way relieve CONTRACTOR of its responsibility to adhere to same and CONTRACTOR
:herein acknowledges this responsibility.
2. Ail activities of CONTRACTOR under this Agreement shall either principally benefit low
.and moderate income persons, aid in the prevention of slums and blight, or meet other
community development needs having a particular :urgency. CONTRACTOR shall be
responsible for verifying, in a mannersatisfactory to TOWN,.thatProjectanl activities meet
the above requirements.
H. Purchasine:
1. Title to Property. Title to any personal property used inthe performance of the services and
work specified in this Agreement shall'be as follows:
a. Personal property donated or purchased with other than TOWN CDBG fundsshall
become the property of CONTRACTOR or person :specified by the donor or
.funding source; otherwise, the same shall become the property of TOWN except
for property and equipment as .described in subparagraph (b) hereof.
1
b. Personal property and equipment permanently .affixed to buildings owned by
CONTRACTOR shall become the property of CONTRACTOR.
c. All other personal .property, supplies and equipment purchased pursuant to this
A. greement and not consumed shall become property of TOWN. However, TOWN
may decline to take title to any or all such items at its sole discretion.
2. Non-Expendable Property. Non-expendable property purchased by CONTRACTOR with
funds provided by TOWN, with a purchase price in excess of Five Hundred Dollars ($500),
must be approved in advance in writingby TOWN. TOWN shall retain title to said property.
If project will be continued beyond termination of this Agreement, TOWN, at its option,
may revert title to CONTRACTOR.
3. Purchase of Real Property. None of the funds provided under this Agreement shall be used
for the purchase of real property, or for the purchase of an option on the ..purchase of real
property, unless the Council of the Town of Los Gatos-approves such purchase or option to
purchase by resolutionprior to the time when CONTRACTOR enters intoa contractfor such
purchase or option to purchase. Any such purchase or option shallbe processed through the
DIRECTOR.
SECTION 8. MONITORING AND EVALUATION:
A. Contract Compliance:
TOWN staff shall provide assistance to CONTRACTOR in connection with the following:
1. Conformity of the Project with he TOWN'S policies and procedures and all TOWN codes,
ordinances, directives, and laws,
2. Providing citizen. participation and input on the Project through TOWN'S Community
ServicesCommission.
3. Review of contract for compliance purposes and evaluating Project based on quarterly
reports received from CONTRACTOR.
4. Initiating referrals to the Project from.concerned citizens.
B, Monitoring and Evaluation of Services:
Evaluation of the Project performance shall be the responsibility of TOWN. CONTRACTOR shall
furnish all data, statements,:records, information, and reportsnecessary for TOWN to monitor, review
and evaluate :the performance of the Project and its components. TOWN shall have. the right to~
requestthe services of an outside agent to assist in any such evaluation. Such services shall be paid
for by TOWN.
8,
C. Unsatisfactory Performance:
CONTRACTOR shall be considered to be performing in an unsatisfactory .manner if shown to be
providing one or more services below established. goals as stated in Exhibit B, entitled "Scope of
Services." Should the Project fail to meet one or more of these .goals, such occurrence will be
reviewed and addressed by DIRECTOR in his/her sole discretion acting for TOWN.. Contractors
coming under review ofthe type described herein will be notified and shall'have the opportunity to
provide any relevant information to TOWN prior to any further action being taken. Following such
review, TOWN may forward to CONTRACTOR a set of specific corrective actions relative to
unsatisfactory Project performance and a timetable for implementation of corrective actions.
CONTRACTOR shall provide to TOWN, withinthe time specified, any information or documentary
evidence requiredby TOWNconcerning CONTRACTOR'S progress in implementing said corrective
actions and/or the results of said corrective actions. In the event CONTRACTOR does not implement
the corrective actions in accordance with the corrective action timetable, TOWN may suspend
payments hereunder or provide notice of .intent to terminate this Agreement. Where specific
numerical goals are contained in the "Scope of Services," DIRECTOR shall have the .authority to
modify Project goals upon mutual agreement. of the parties, provided such change is in writing and
does not increase or decrease the goal by more than ten percent (10%), subject to DIRECTOR'S
determination that all of the following conditions exist:
1. The CONTRACTOR has .made a .good. faith effort to comply -with all recommended
corrective actions to improve Project performance and/or to comply with all provisions of
this Agreement with TOWN..
2. Changes of asignificant orlong-term nature have occurred in the economy, applicable laws,
regulations, or other relevant environmental factors which may prevent or render unfeasible
the attainment of required level(s) of performance stated in Exhibit B, entitled "Scope of
Services."
3. Modification of Project performance levels is consistentwith the original purpose or intent
of the Project and willnot substantially reduce the Project's overall level of service to Project
beneficiaries.
Should conditions .prohibit the provisions of Project services so as to substantially inhibit Project's
ability to provide services.at a level and/or in a manner consistent with the original purpose or intent
of the Project, or if the proposed modification varies by more than ten percent (10%) from the original
goal, DIRECTOR shall recommend to the Town Manager of TOWN action(s) including, but not
limited to,'the following:
1. modification of the goal;
9
2. substantive modification of the purpose of the Project or the types orrelative proportions of
Project services;
3. reduction ofahe level of Project funding;
4. termination of this Agreement between CONTRACTOR and TOWN.
D. Contract Noncompliance:
Upon receipt by TOWN of any information that evidences a failure by CONTRACTOR to comply
with any provision of his Agreement, ahe TOWN shall have the right to require corrective action to
enforce compliance with such provision. TOWN shall have the right to require the presence of any
of CONTRACTOR'S officers at any hearing or meeting called for the purpose of considering
corrective action.
SECTION 9. DISCLOSURE OF CONFIDENTIAL INFORMATION:
TOWN and CONTRACTOR agree to maintain ahe confidentiality of any information regarding
applicants for services offered by the Project pursuant to this Agreement or their immediate .families which may be
.obtained through application forms, interviews, tests, orreports, from,public agenciesor counselors, or anyother source.
Without the .permission of the applicant, such information shall be divulged only as necessary for purposes related to
the performance or evaluation of the services .and work to be provided pursuant to this Agreement, and then :only to
persons having responsibilities under ahe contract, including those furnishing services under the Project through
subcontracts.
.SECTION l0. AMENDMENTS:
Unless otherwise authorized by this Agreement, amendments to the terms and .conditions of this
Agreementshall be requested in writing by the party desiringsuch revision, and any suchadjustment to this Agreement
shall be determined and effective only upon the mutual_Agreement in writing of the parties hereto. Notwithstanding
anything contained in this .Agreement o the contrary the'Town .Manager shall have the authority on behalf of TOWN
to amend this Agreement provided such amendment does not result in an increase or decrease in the dollar amount set
forth in .Section 4 herein.
SECTION 11. HOLD HARMLESS:
CONTRACTOR shall indemnify and save TOWN, its officers, employees, and elected officials,
:boards, and commissions, harmless with respect to any damages arising from:
A. Any noncompliance by CONTRACTOR with laws, ordinances, codes, regulations, and decrees;
B. Any torts committed by CONTRACTOR in performing, or failing to perform, any of the work or
services embraced by this Agreement;
10
r"
i
C. All suits, .actions, claims, causes of action,,costs, demand§, judgments, and liens arising out o£ (1)
CONTRACTOR'S failure to comply with or carry out any of the provisions of this Agreement; or (2)
CONTRACTOR'Sacts or omissionsunderths Agreement including, but not limited to, the adequacy,
design,,and condition of the finished product and improvements described in Exhibit B, "Scope of
Services".
SECTION 12. NONDISCRIMINATION
Neither CONTRACTOR nor any ofitssubcontractors shall discriminate in the employment ofpersons
because of theirrace, color, national origin, sex, age, ancestry, sexual orientation, religion, physical or mental :disability,
or marital status, unless based upon a bona fide qualification under the California Fair Employment and Housing Act.
Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the provision of any
services or Programs because of race, color, national origin, sex, age, ancestry, sexual orientation, religion, physical or
mental disability, or marital status, unless based upon a bona fide qualification under the California Fair Employment
and Housing .Act.
.SECTION 13. WHEN RIGHTS AND REMEDIES WAIVED:
In no event shall any payment by TOWN or any acceptance of payment by CONTRACTOR hereunder
constitute orbe construed o be a waiver by TOWN or CONTRACTOR of any breach of covenants or .conditions of this
Agreement or any default which may then exist on the part of TOWN or CONTRACTOR and the making of any such
payment or the acceptance of any such payment while any such breach or default shall exist, shall in no way impair or
..prejudice any right or remedy available to'TOWN or CONTRACTOR with respect to such breach or default.
SECTION 14. SUSPENSION OR TERMII~IATION OF PAYMENT AND WORK OR EXPENDITURES:
DIRECTOR may withoutprior notice to CONTRACTOR, at any time in his/her absolute discretion,
elect to suspend or terminate payment to CONTRACTOR in whole or iin part, terminate work or expenditures by
CONTRACTOR under this Agreement, ornot to_make any particular payment under this. Agreement in the event of any
of the following .occurrences, to wit:
A. If CONTRACTOR (with or without knowledge) shall have made any material.misrepresentation of
any nature with respect to any information or data furnished to TOWN in connection with the Project;
B. If there is .pending .litigation with :respect to the performance by CONTRACTOR ofany of its duties
or obligations under this Agreement which may materially jeopardize or adversely affect the
undertaking of or the carrying out of the Project;
C. If CONTRACTOR shall :have taken any action pertaining to the Project which requires TOWN
approval without'having obtained such approval;
D. If CONTRACTOR is in default under any provisions of this Agreement;
11
E. If CONTRACTOR makes improper use of grant funds;
F. If CONTRACTOR :fails to comply with any of the terms and conditions of this :Agreement in such
a manner as to constitute material breach thereof;
G. If CONTRACTOR submits.to TOWN any reports which are incorrect or incomplete in any material
respect.
SECTION 15. TERMINATION OF AGREEMENT:
A. Town Manager of TOWN may at his/her discretion and without prior written or oral notice terminate
this Agreement for any .reasons set forth in Subsection A through G of SECTION 14.
B. Unearned payment- under this .Agreement maybe suspended or .terminated by DIRECTOR upon
refusal by CONTRACTOR to accept any additional conditions that may be .imposed by I•IUD,
County, or TOWN at any time, or if the current grant Agreement between TOWN and County is
suspended or terminated.
C. Upon suspension or termination, CONTRACTOR hall:
1. Be paid .for all services actually :rendered to TOWN to the date of such suspension or
termination; provided, however, if this Agreement is suspended or terminated for fault of
CONTRACTOR, TOWN shall be obligated to compensate CONTRACTOR only for that
portion of CONTRACTOR'S services which are of benefit to TOWN.
2. Turn over to TOWN immediately any and all copies of studies, .reports and other data,
whether or not completed,. prepared by CONTRACTOR or its subcontractors, if :any, in
connection with this Agreement. Such materials shall become .property of TOWN.
CONTRACTOR, however, shall not be liable for TOWN'S use of incomplete materials or
for TOWN'S use of complete documents if used for other than the services contemplated by
this Agreement. .
D. Disposition ofProperty Upon Termination. In the event of the termination of this Agreement under
any applicable section of this Agreement, or at the end of the term of this Agreement specified herein
above, CONTRACTORshallretum all personal propertyto which TOWN has titleto a place.and in
a manner directed by'TOWN. If TOWN directs the return of said personal property at the end of the
term of this Agreement, or if the TOWN prior to said expiration of the term of this Agreement itself
terminates this Agreement, TOWN shall pay the cost for such return of all personal property to which
TOWNhas title to the place and in the manner directed by the TOWN. if CONTRACTOR, prior to
said expiration of the term of this Agreement itself terminates this Agreement, CONTRACTOR shall
pay the costs forsuch return of all personal property to which TOWN has titleto the place and in the
manner directed by TOWN. The foregoing provisions regarding disposition of property
notwithstanding, the TOWN .may, by written notification to :CONTRACTOR,. authorize
12
CONTRACTOR to retain such personal,property, in which event titleto such personal property shall
vest in CONTRACTOR unless TOWN otherwise directs.
SECTION 16. INTEGRATED DOCUMENT:
This Agreement and its Exhibits A through D embodiesthe entire Agreement between TOWN and
CONTRACTOR and its terms and conditions. No verbal Agreements or conversations with any officer, agent or
employee of TOWN prior to execution of this Agreement shall affect or .modify any of the terms or obligations
contained in any documents .comprising this Agreement. Any such verbal Agreement shall be considered as unofficial
information and in noway binding upon TOWN..
.SECTION 17. SEVERABILITY OF PROVISIONS:
If any provision of his :Agreement is held invalid, the remainder of this Agreement shall not be
affected thereby, if such .remainder would then continue to conform to the terms and requirements of applicable 'law.
]N WITNESS WHEREOF, theparties have executed this Agreement as ofthe day and year firsfherein
above set forth.
APPROVED AS TO FORM:.
Orgy P. Korb
Town Attorney
APPROVED AS TO CONTENT:
Regina A. Falkner
Community Services Director
ATTEST:
Marian V. Cosgrove
Town Clerk
EXHIBITS
A. Assurances
B. Scope of Services
C. Insurance Requirements for Contractors
D. General Block Grant Conditions.
N:\csd\2218\cdbgagre.wpd
Revised August 9,1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
Revised September 9, 1999
13
TOWN OF LOS GATOS:
David W. Knapp
Town Manager
CONTRACTOR
Name
Title
EXHIBIT A.
ASSURANCES
The CONTRACTOR assures and certifiesto the TOWN that:
l . It possesses legal authority to ..apply for the grant; that a resolution, motion or similar action
has been duly adopted or passed as an official act of the CONTRACTOR''S governing body,
authorizing the filing. of the application, including all understandings and assurances
contained herein, and- directing .and authorizing the person identified as the official
representative of the CONTRACTOR to act in connection with the application and to
provide such additional information as may be required.
2. It will comply with Title `/I. of the Civil Rights Act of 1964 (42 USC 2000[a]) prohibiting
employment discrimination where (1) the primary purpose of a grant is to provide
employment or (2) discriminatory employment practices will result in unequal treatment of
persons who are or .should be benefitting from the grant aided activity.
3. Not excluded from participation in, deny the benefits of, or subject to discrimination under
any PROGRAM or activity, any person in the United States on the grounds of race, color,
national origin, sex, age, .religion or handicap status in accordance with the Age
Discrimination Act of 1975, Section 504 ofthe-Rehabilitation Act of 1973, Civil Rights Act
of 19.64 or Title VII. of the Act of 1968.
4. It will comply with the provisions of the Hatch Political Activity Act 5 USC 1,.501 et seq.
which limit the political activity of employees.
5. It will establish safeguards to prohibit .employees of CONTRACTOR or Federal, '.State or
Local Governments from using their positions .for a purpose that is or gives the appearance
of being motivated by a desire for private gain for themselves or others, particularly those
with whom they .have family, business, or other ties.
6. Comply with the applicable provisions of the Political Reform .Act of 1974 relating to
conflicts of interest (codified in California Government Code- Section 87100, et seq.) and
promptly advise TOWN of the facts and circumstances concerning any disclosure made to
it or any information obtained by it relating to conflicts of interest.
7. It will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 USC
794).
N:\csd\2218\cdbgagre.wpd
AGENCY:
IL .CLIENTS
A. Total number of unduplicated Los Gatos residents to participate
in program:
B, Demogra hin c Reports
.Demographic-data regarding clients served; income, sex, race, age,
and handicapped status shall be submitted quarterly.
Community Development Block Grant
Page 9 of 2 csd33A:1excel\cdbgex00.xls
EXHIBIT B
SCOPE OF SERVICES
'FISCAL YEAR 1999-00
III. DIRECT SERVICES TO'BE PROVIDED TO LOS GATC~S RESIDENTS:
Quarterly Service Goals
1.~t 2ad ~Ld 4th Annual Total;
A,
B.
C.
D.
'E.
1V. INDIRECT SERVICES TO BE
PROVIDED TO LO3 GATOS
RESIDENTS
A.
B,
C.
Community Development Block Grant
Page 2 of 2 csd33A:\excel\cdbgex00.xls
EXHIBIT C
INSURANCE REQUIRED
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Insurance Services Office form .number GL 0002 {Ed. 1/73) covering Comprehensive
General Liability and'Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive .General Liability; or Insurance Services Office Commercial General
Liability coverage ("occurrence" form GC 0001).
2. .Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability,
code 1 "any auto" and endorsement CA 0025.
3. Worker's Compensation insurance as required by the Labor Code of the State of California
and .Employers Liability .insurance.
B. BEGINNING OF WORK
Contractor shall maintain limits no less than:
1. General Liability: :$1,000,000 combined single limit per :occurrence for bodily injury,
personal injury and property .damage. If Commercial General Liability Insurance or other
form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to this. Project/location or the general aggregate limit shall be twice the required
occurrence limit.
2. .Automobile Liability: $1.,000,000 combined single limit per accident .for bodily injury and
property damage.
3. Workers' Compensation andEmployers Liability; Worker's compensation limits as required
by the Labor Code of the State of California and Employers Liability limits of .$1,000,000
per accident.
C. DEDUCTIBLES AND SELF-INSURED RETENTIONS
Any deductibles orself-insured retentions must be declared to and approved by the Town of Los
Gatos. At the option'of the Town of Los Gatos, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the Town of Los Gatos, 'its officers, officials,
employees and volunteers; or the Contractorshall procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses.
N:\csd\2218\cdbgagre.wpd
D. OTHER INSURANCE PROVISION
The :policies are to contain, or be endorsed to contain the following provision;.
1. General Liability and Automobile Liability Coverages
a. The Town of .Los Gatos, its officers, officials, employees and volunteers are to be
covered as insureds as .respects: liability arising. out of activities performed by or on
behalf of the Contractor, products and completed operations of the Contracts, premises
owned, occupied or used by the Contractor, or automobiles owned, .leased,. hired or
borrowed by the Contractor. The coverage .shall contain no special limitations on the
scope of protection afforded to the Town of Los Gatos, its officers, officials, employees,
or volunteers.
b. The Contractor's insurance coverage shall be primary insurance as respects the Town of
Los Gatos, its officers, officials, employees, and volunteers. Any insurance or self-
insurance maintained by the Town of Los Gatos, its officers, officials, employees, or
volunteers shall be excess.of the.Contractors Insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Town of Los Gatos, its officers, officials,. employees,. or volunteers.
d. The Contractor's 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.
2. Workers' Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogationagainstthe Town of Los Gatos, its
officers, officials, employees, or volunteers for-losses arising from work performed by the
Contractor for the Town of Los Gatos.
3. All Coverages
Each .insurance policy required by this clause shall be endorsed to state that coverage shall
not be suspended, voided, canceled by either party, reduced in coverage or in limits .except
after thirty (3Oj days prior written notice by certified mail, return receiptrequired, has been
given to the Town of Los Gatos.
E. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a Best°s rating of no less than B+.
F. VERIFICATION OF COVERAGE
Contractor shall .furnish the Town of Los Gatos with certificates of insurance and with original
endorsements effecting coverage required by this clause. The certificates and endorsements for
N:\csd~2218\cdbgagre.wpd 2
each insurance policy are to be signed by a person authorized by that insurer to bind coverage
on its behalf. The certificates and endorsements are. to be on forms provided by the. Town of Los
Gatos. Where bystatute, the Townof Los Gatos's workers' compensation-related forms cannot
be used, equivalent forms approved by the State Insurance Commissioner are to be substituted.
All certificates and endorsements are to be received and approved by the Town of Los Gatos
before work commences. The Town of "Los Gatos reserves the right to require complete,
certified copies of all. required insurance policies, at any time. '
G. SUBCONTRACTORS
Contractor shall include all subcontractors as :insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all of the .requirements stated herein.
N:\csd\2218\cdbgagre.wpd
EXHIBIT D
GENERAL BLOCK GRANT CONDITIONS
CONTRACTOR .hereby assures and certifies that it will comply with all regulations, policies, guidelines and
requirements .applicable to the acceptance and use of Federal .funds for this federally-assisted program. Also,
CONTRACTOR gives assurances and certifies with respect to the Program that:
A. To tthe Program will be conducted and administered in compliance with:
H. Title VI of the Civil Rights Act of 1964 (Pub. L. 88-325, 42 USC 2000d et eq.) and implementing regulations
issued at 24 CFR part I;
I. Title VIII of the Civil .Rights Acts of 1968 (Pub, L, 90-284, 42 USC 3061 et seq.), as amended and
implementing regulations;
J. Section 109 ofthe Housing and Community Development Act of 1974, as amended; and the regulations issued
pursuant to thereto {24 CFR Section 570.601);
K. Section 3 of the Housing and Urban Development,Act of 1968, as amended and implementing regulations at
24 CFR Park 135;
L. Executive Order 11'246, as amended by Executive Orders 11375 and .12086 .and implementing regulations
issued at 41 CFR Chapter 60;
M. Executive Order 11063, as amended by Executive order 12259 and implementing regulations at 24 CFR Part
107;
N. Section 504 of the Rehabilitation .Act of 1973 (Pub. L. 93-:112), as amended and .implementing .regulations
when published for effect;
O. To the Age Discrimination Act of 1975, as amended, (Pub.. L. 94-13:5)-and implementing regulations when
published for effect;
P. To the relocation requirements of Title II .and the acquisition requirements of Title III of the Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970, and implementing regulations at
24 CFR park 42;
Q. To the labor standards requirements asset forth in 24 CFR 5570.605 and HUD regulations issued to implement
such requirements;
R. Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the
prevention, control, and :abatement of water .pollution;
S. To the flood insurance purchase requirements of Section 102 (a) of the Flood Disaster Protection Act of 1973,
(Pub. L. 93-234).
T. To the regulations, policies, guidelines and requirements of OMB Circular Nos. A-102, Revised, A-87, A-110
and -122 as they relate to the acceptance and use of Federal fundsunder this federally-assisted'Program.
B: No member, officer, or employee of the CONTRACTOR, or its designees or agents; no member of the governing
body of the locality in which the program is situated, .and no other public official of such locality or localities who
exercises any functions or responsibilities with respect to the Program during his/her tenure or for one year thereafter,
shall have .any interest, direct or indirect, in any contract or subcontract, or the ..proceeds thereof; for work to be
performed in connection with the Program and all such ..interest;
C. It will comply with the provisions of the Hatch Act which limit the political activity of employees;
D. It will give HUD and the Comptroller General or any authorized representatives access to and the right to examine
all records, books, papers, or documents related to the .grant;
E. It will comply with the:Lead-basedpaint requirements of 24 CFR Part 35 Subpart issued pursuant to the Lead-based
Paint Poisoning i'revention Act (42 U.S.C. 480:1 etseq),
N:\csd\2218\cdbgagre.wpd
Exhibit B
COIvIMUNITY GRANT AGREEMENT BY AND BETWEEN
THE TOWN LOS GATOS AND
THE FIELD~1'
FISCAL YEAR 1999-2000
THIS AGREEMENT, entered into this day of , 2000,'by and between the TOWN OF LOS
GATOS, a municipal corporation of the State of California (hereinafteP TOWN), and FIELI3~1 ~, a nonprofit corporation
(hereinafter CONTRACTOR).
WITNESSETH
WHEREAS; TOWN appropriated funds in its .Fiscal Year 1999-2000 Budget for allocation to community
service agencies, and;
WHEREAS, TOWN desires to engage CONTRACTOR, and TOWN has appropriated funds not to exceed
FIELD~2~ (~1;IEF;I~~3), to be utilized during the time period between July 1,1999, and June 30, 2000, for the purpose
of meeting the goals and objectives outlined in Exhibit B,"Scope of Services"(hereinafter PROGRAM), operating from
facilities located at FIELD(~4~ and benefitting FTE Ld~S~.
WHEREAS, CONTRACTOR represents and warrants the :truth of all statements contained in "Assurances"
attached as Exhibit A and incorporated herein by reference.
NOW, THEREFORE, THE PARTIES AGREE, as follows;
I. RULES AND REGULATIONS. The CONTRACTOR warrants that it has read and understands the TOWN's
Rules and Regulations Governing Community Grants attached as Exhibit C to this Agreement [hereinafter
Rules and Regulations], and agrees that it shall be bound by those.Rules and.Regulations in its performance
under this .Agreement. In case of any conflict'between the terms of this Agreement .and the Rules .and .
Regulations, the terms of this Agreement shall take rprecedence.
II. PROGRAM COORDINATION
A. TOWN: The Director of Community Services or his/her designee, shall be the PROGRAM
MANAGER and shall render overall supervision of the progress and performance of this Agreement
by TOWN. All services agreed to beperformed by TOWN shall be under the overall direction of the
PROGRAM .MANAGER.
B. CONTRACTOR: CONTRACTOR shall assign a single PROGRAM DIRECTOR who shall have
overall responsibility for the .progress and execution of this Agreement. Should circumstances or
conditions subsequent tothe execution ofthis Agreementrequire a substitutePROGRAM DIRECTOR,
CONTRACTOR .shall notify TOWN immediately of such occurrence in writing. PROGRAM
January 4,.2000
n:\csd\8040\comgrant.wpd
DIRECTOR and CONTRACTOR staffwill fully cooperate with TOWN'S PROGRAM MANAGER
relating to the PROGRAM, areas of concern, and the impact ofPROGRAM on residents of TOWN.
C. NOTICES: All Ynotices or other correspondence required or contemplated by this Agreement shall be
sent to the parties at the following addresses:
TOWN CONTRACTOR
Community Servioes Director FIELD~6~
Town of Los Gatos FIELD~7
P.O. Box 949 FIELD~8
Los Gatos, CA 95031 FIELD(9
FiELD(10
III. OBLIGATIONS OF TOWN
A. Contract Compliance:
TOWN staff shall provide assistance to CONTRACTOR in connection with:
1. Obtaining conformity of the PROGRAM with the TOWN's policies and procedures and all
TOWN codes, ordinances, directives and laws.
2. Performance reviewunder the Agreement for compliance purposes and evaluating PROGRAM
based on quarterly reports received from CONTRACTOR and on-site monitoring of client-
based data.
IV. PAYMENTS TO CONTRACTOR
A. Method of Payment:
1. TOWN shall reimburse CONTRACTOR for all allowable costs and expenses incurred in
providingthe PROGRAM upon receipt of properlyexecuted invoice according to the Rules and
Regulations. Payments shall be made quarterly on a reimbursement basis for services actually
performed as set forth in Exhibit B. Payment to CONTRACTOR hall be .made net 30 days
after receipt by TOWN of the quarterly invoices. Invoices are due within 15 days after the end
of the quarter or the first working day thereafter. CONTRACTOR' S invoice shall be mailed to:
Town ofLos Gatos, AccountsPayable, P:O. Box 949, Los Gatos, CA, 9503.1. All invoices shall
include TOWN' S purchase order number. Payment shall be made solely for services set forth
in Exhibit B, and subject to TOWN's.review of CONTRACTOR performance.
2. TOWN may, at any time and in its absolute discretion, elect to suspend or terminate payment
to CONTRACTOR, in whole or in part, under this Agreement or not to make any particular
payment under this Agreement in the event of unsatisfactory performance ornoncompliance
with this Agreement.
.January 4, 2000
n:\csd\8040\comgrant.wpd 2
B. CONTRACTOR'S Obligations
CONTRACTOR shall file quarterly narrative reports with TOWN on the ypes and numbers of
services rendered to beneficiaries through the operation of PROJECT, which reports shall
evaluate the mannerin which PROJECT isachieving its goalsaccording to standards established
by TOWN. The reports shall be due on October 15, January 15, April 15, and July 15, or the
first working day thereafter and shall cover:the entire quarter immediately preceding. the date
on which the report is filed,. and shall be made on forms approved by TOWN. In no event shall
CONTRACTOR overrun the total budget for any quarter without obtaining prior written
approval from TOWN.
V. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
TOWN and CONTRACTOR agree to maintain the confidentiality of any information regarding applicants for
services. offered by the PROGRAM pursuant to this Agreement or their .immediate families which may be
obtained through application forms,. interviews, tests, or reports,. from public agencies or counselors, or any
other source. Without the writtenpermission ofthe applicant or court order, such information shall be divulged
onlyas necessary for purposes relatedto the performance or evaluation of the services and workto be provided
.pursuant to this Agreement to designated :persons having responsibilities under the contract, including those
furnishing services under the PROGRAM through subcontracts.
VI. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS
A. The relationship of CONTRACTOR to TOWN is that of an independent contractor. CONTRACTOR
is responsible for the results of its PROGRAM and compliance with the terms of this Agreement.
CONTRACTOR has full rights to manage its employees subject to the requirements ofthe law. All
persons employed by CONTRACTOR in connection with this Agreement shall be employees of
CONTRACTOR and not employees of TOWN in any respect. CONTRACTOR hall be responsible
for all employee benefits, including, but not limited to, statutory workers' compensation benefits.
B. None of the work or services to be performed hereunder shall be delegated or subcontracted to third
parties without. prior written TOWN approval:
C. No subcontractor of CONTRACTOR will be recognized by TOWN as such. All subcontractors are
deemed to be employees of CONTRACTOR, and CONTRACTOR agrees to be responsible for their
performance and any liabilities attached to their actions or omissions.
D. 'T'his Agreement is based on the unique services of CONTRACTOR. This Agreement shall .not be
assigned or transferred without the written consent of the TOWN. No changes or variations of anykind
are authorized without the written consent of the Town Manager.
January 4, 2000
n:\csd\8040\comgrant.wpd
VII. COMPLIANCE WITH LAW
CONTRACTORshallbeeome familiar and complywith and causeall itssubcontractors and employees, if any,
to'become familiar and comply with all applicable federal,stateandlocal laws, ordinances, codes, regulations,
and .decrees including, but not limited to, those federal rules and regulations outlined in Exhibit A,
"Assurances". Failure of CONTRACTOR to, in any manner, observe and adhere to law as described herein
or as amended shall in no way relieve :CONTRACTOR of its responsibility to adhere to same and
CONTRACTOR herein acknowledges this responsibility.
VIII. TERMS AND AMENDMENTS
Amendments to the terms and conditions of this Agreement shall be requested inwriting bythe party desiring
such revision, and any such .adjustment to this Agreement shall be determined and effective only upon :the
.mutual Agreement in writing of the parties hereto unless the Amendments are made by the TOWN as
corrective actions under the Rules and Regulations, in which case they will be adopted as ordered.
IX. _ LEGAL MATTERS
A. Integration
Tliis document including Exhibits A through C representthe entire and integrated Agreement between
the TOWN and the CONTRACTOR, and supersedes all prior negotiations, representations, and
agreements, either written or oral.
B. Binding .Effect
The terms of this Agreement shall .bind, and inure to the benefit of, the parties, their heirs, successors,
and assigns.
X. HOLD HARMLESS
A. CONTRACTOR hereby releases and agrees to protect, defend, hold harmless, and indemnify TOWN,
its Town Council, its officers, employees and elected officials, boards and commissions, from and
against all claims, injury, liability, loss, .costs and expense, or damage, however same may be caused,
including all costand reasonable attorney's fees in providing the defense to any claim arising therefrom,
for any loss or damage to property (real and/or personal) and .for personal :injury to or death of any
person or persons arising out of, occurring by reason of, or in any way connected with.
CONTRACTOR'S PROJECT activities, or in consequence thereof.
B. CONTRACTOR sha11ho1d TOWN, its Town Council, officers, employeeaand boards and commissions
harmless from CONTRACTOR'S failure(s) to comply with any requirement imposed on PROJECT by
virtue of the utilization of Federal funds. CONTRACTOR hallreimburse TOWN, forany disallowed
.January 4, 2000
n;\csd\8040\comgrant.wpd 4
f~
costs and/or penalties imposed on TOWN because ofCONTRACTOR's failure to complywith Federal
regulations or requirements.
XI. WHEN RIGHTS AND REMEDIES WAIVED
In no event shall any payment by TOWN or any .acceptance of payment by CONTRACTOR 'hereunder
constitute or be construed to be a waiver by TOWN or CONTRACTOR of any breach of covenants or
conditions of this Agreement or any default which may then exist on the part of TOWN or CONTRACTOR,
and the making of any such payment while any such breach or default shall exist shall in no way impair or
.prejudice any right or remedyavalable to TOWN or CONTRACTOR with respect to such breach or default.
XIL TERMINATION
A, Termination for Cause
Unearned payments under this Agreement may be suspended or terminated at any time before the date
of completion by TOWN if:
CONTRACTOR fails to comply with conditions of the Agreement.
2. CONTRACTOR refuses to .accept any additional conditions that may be imposed by the
TOWN.
3. TOWN Council determines the'TOWN can no'longer fund the.monies for the Agreement.
B. Termination for Convenience
TOWN or CONTRACTOR may terminate this Agreement in whole or in ..part when both parties agree
that the continuation of the PROJECT would not produce beneficial results commensurate with the
..further expenditure of funds. 'The two ,parties shall agree upon the termination conditions, including
the effective date and, in the case of partial termination, the portion to be terminated.
C. Upon Suspension or Termination, CONTRACTOR shall:
1, Not incur new obligations and shall cancel as many outstanding obligations as possible.
2. Be paid only for services actually rendered to TOWN to the date of such suspension or
termination; provided, however, if this Agreement is suspended or terminated for fault of
CONTRACTOR, TOWN shall be obligated to compensate CONTRACTOR only for that
..portion ofCONTRACTOR's services which are of benefit to TOWN.
3. Turnover to TOWN immediately any and all copies of studies, reports and other data, prepared
by CONTRACTOR or its subcontractors, whether or not completed, if any, in connection with
this Agreement; such materials shall become property of TOWN. CONTRACTOR, however,
shall not be liable for TOWN's use of incomplete materials or for TOWN's use of complete
documents if used for other than the services contemplated by this Agreement.
January 4, 2000
n:\csd\8040\comgrant.wpd 5
TOWN is not liable for any CONTRACTOR expenses incurred after the termination or closing date of the
Agreement.
XIII. MISCELLANEOUS PROVISIONS
A. The Caption
The captions of the various sections,. paragraphs, ,and subparagraphs of the Agreement are for
convenience only and shall not be considered nor referred to for resolving questions of the
interpretation.
B. No Third Party Beneficiary
This Agreement shall not'be construed or deemed to be. an Agreement for the benefit of any third party
or parties, and no third party-shall have any claim or right of action hereunder for any cause whatsoever.
C. Severabili , Clause
In caseany one or more of the°proyisioris contained herein.§hall, for ahy reason, be held invalid, illegal,
or unenforceable in any respect, it shall not affect the validity of the otherprovisionswhichshall remain
in full force and effect.
D. No Pledging of TOWN's-Credit
Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of
TOWN., or incur any obligation in the name of TOWN. CONTRACTOR hall save and'hold harmless
TOWN, its Town Council, its officers,. employees and boards and commissions from expenses arising
out ofthis Agreement.
E. .Disputes
In any dispute over any aspect. of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, as well as reasonable costs, but not to exceed $5;000.
F. Nondiscrimination
1. Neither the CONTRACTOR norany of its ubcontractors shall discriminate in the employment
of persons because of their race, color, national origin, sex, age, ancestry, sexual orientation,
religion, physical or mental disability, or :marital status, unless based upon a bona fide
.qualification under the California Fair Employment and Housing Act.
2. Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the provision of
any services or programs because of race, color, national origin, sex, age,. ancestry, sexual
orientation, religion, .physical or mental disability, or marital status, unless .based upon a bona
fide qualification under the California Fair Employment and Housing Act.
January 4, 2000
n:\csd\8040\comgrant.wpd 6
IN WITNESS WHEREOF, the parties.have executedthis Agreement as of the day and year first herein above
set forth.
APPROVED AS TO FORM: 1~TELL~.I
Orry P. Korb
Town Attorney
APPROVED AS TO CONTENT:
Regina A. Falkner
Community Services Director
ATTEST:
Marian V. Cosgrove
Town Clerk
FIELDS 11
FIELD(12
TOWN OF LOS GATOS
David W. Knapp
Town Manager
EXHIBITS:
A -Assurances '
B -Scope of Services.
C -Rules ..and Regulations Governing Community Grants {with Exhibits A and B)
January 4, 2000
n;\csd\8040\comgrant.wpd 7
EXHIBIT A.
ASSURANCES
The CONTRACTOR assures and certifies to the TOWN that:
It possesses legal authority to apply for the grant; that a resolution, motion or similar action has'been duly adopted
or passed as an official act of the CONTRACTOR'S governing body, authorizing the filing of the .application,
including all understandings andassurances contained'herein, and directing and authorizing the person identified
as the official representative ofthe CONTRACTOR to act in connection with the application and to provide such
additional information as may be required.
2. It will :comply with Title VI. of the Civil Rights .Act of Y964 {42 USC 2000[a]) prohibiting employment
discrimination where (1) the primary purpose of a grant is to ,provide employment or (2) discriminatory
employment practices will result in unequal treatment ofpersons who are or should be benefitfing from the grant
aided activity.
3. Not excluded from participation in, deny the benefits of, or subject to discrimination under any PROGRAM or
activity, any .person in the United States on the grounds of race, color, national origin, sex, age, religion or
handicap status in accordance with the Age Discrimination Act of 1975, .Section 504 of the Rehabilitation Act of
1973, Civil Rights Act of 1.964 or Title VII. of the Act of 1968.
4. It will comply with the ,provisions of the Hatch Political Activity Act 5 USC 1501 et seq. which limit the political
activity of employees.
5. It will establishsafeguards to prohibit employees of CONTRACTOR orFederal, State or Local Governments from
using their positions fora purpose that is or gives the appearance of being motivated by a desire for private gain
for themselves or others, particularly those with whom they have family, business, or other ties.
Comply with the applicable provisions ofthe Political Reform Actof 1'974 relating to conflicts of interest (codified
in California Government Code Section 57100, etseq.) and promptly advise TOWN ofthe facts and circumstances
concerning any disclosure made to it or any information obtained by it relating to conflicts of interest.
7. It will comply with Section 504 ofthe Rehabilitation Act of 1973, as amended (29 USC 794).
January 4, 2000 ,
n:\csd\8040\comgrant.wpd 1.
AGENCY:
Community Grant
Page 1 of 2 csd33A:\exoel\omgtex00.xls
II. CLIENTS.
A. Total number of unduplicated Los Gatos residents to participate in
.program:
III. DIRECTBERVICES TO BE PROVIDED TO LOS GATOS RESIDENTS:
Quarterly Service Goals
1~t Znsi ~Cd 4th Annual Totals
A.
B.
C.
D.
E.
IV. INDIRECT SERVICES TO BE
PROVIDED TO'LOS GATOS
RESIDENTS
A.
B.
C.
Community Grant
Page 2 of 2 csd33A:\excel\cmgtex00.xls
(~
Exhibit C
RULES AND REGULATIONS GOVERNING
COMMUNITY GRANTS
I. PURPOSES AND APPLICATION. The following rules and regulations shall apply to all community grants
made bythe Town of Los Gatos and shall be incorporated by reference into the Community Grant Agreements
between the Town :and the recipient organizations, These Rules .and Regulations are intended to provide a
consistent system of evaluating the use of Town funds to deliver services and to ensure that the .organizations
receiving those funds know what is expected of them and are accountable for he funds. and the services.
II. DEFINITIONS.
A. Contractor. As used in these Rules and Regulations, "Contractor" means the recipient of the Town
:community grant that is o deliver services under the terms. of the grant.
B. Pro rg am. As used in these Rules and Regulations, "Program" means the services to beprovided by
the Contractor as designated in the terms of the .grant.
C. Program Manager. As used in these Rules and Regulations; "Program. Manager" means the person
designated by the Town to be the principal liaison between the Town and the Contractor regarding
the Program.
III. ORGANIZATION AND CONDUCT OF CONTRACTOR.
A. Contractor's Board of Directors shall include representation from the broadest possible cross section
of the community ~ including: those with expertise and interest in the Contractor's services,
representatives from community organizations interested in the Contractor's services, and users of the
Contractor's services.
B. No member of the Board of Directors or the Director's family may be a paid employee, agent, or
subcontractor of Contractor.
C. Meetings of Contractor's Board of Directors, except .meetings, or .portions thereof, dealing with
personnel or litigation matters,.shall be open to the public.
D. Contractor shall keep minutes, approved by the Board of Directors, of all regular and special
meetings.
E. Contractor shall encourage public participation in planning and implementing services under the grant
agreement with the Town.
IV. DOCUMENTS TO BE PROVIDED BY CONTRACTOR.
A. Within 15 .days of execution of the underlying grant agreement with the Town, Contractor shall
deliver the following to the Program .Manager:
1. The Articles of Incorporation under the laws of-the State of California.
2. Current Bylaws.
n:\csd\8040\comgrant.rul 1
3. Verification and documentation of Internal Revenue Service nonprofit status under Title 26,
Section SOI(c) of the Federal Code.
4. Names and addresses of current Board of Directors.
5. An .organizational chart and staffing profile.
6. If the Contractor employs more than fifteen (:15) employees, the personnel policies and
.procedures including an Affurnative Action Plan.
7. A copy of any lease agreement by the Contractor then in effect.
Contractor shall report in writing any changes within five days ofthe effective date.
B. Within fifteen (15) calendar days of the end of the last reporting period of the Grant Agreement,
Contractor shall:
1. File reports (on forms approved by Town) with the Program Manager on the type and
number of services rendered to beneficiaries through :the operation of the Program. Such
reports shall evaluate the manner in which the program is achieving its objectives and goals
according to standards established by Town during the immediately precedingtime:period.
2. Submit to the Program Manager (on the Town-approved form) Contractor's .performance
report on a quarterly basis according to the Scope of Services contained in the Grant
Agreement.
C. Prior to entering into any cease agreement, the Contractor shall submit the :agreement for approval by
Town.
V. PROGRAM PERFORMANCE BY CONTRACTOR.
A. Contractor shall:
1. Provide services in accordance with the "Scope of Services" defined in the Grant Agreement.
2. Coordinate its services with existing organizations providing similar service in order to
foster community cooperation and to avoid unnecessary duplication of services.
3. Seek out and apply for other sources of revenue in support of its operation or services .from.
county, state, federal and private sources and inform the Program Manager in its quarterly
report immediately following any such award.
4. Include an acknowledgment of Town funding and support on all appropriate publicity and
publications using words to the effect that "Services are provided with funds from the Town
of Los Gatos."
VI. FISCAL RESPONSIBILITIES OF CONTRACTOR.
A. Contractor shall:
n\csd\8040\comgrant.rul 2
EXHIBIT A
FINANCIAL ANALYSIS REQUIREMENTS FOR CONTRACTORS
A. Types ofFinancial Analyses
1. Contractor Internal -Revenue and Expenditures: A statement of revenue .and expenditures only,
certified be the Contractor's Board of Directors.
2. - Contractor Internal -Financial Statements: A set of financial statements, prepared in conformity with
generally accepted accounting ,principles, and certified by the Contractor's Board of .Directors.
(Includes balance sheet and statement of revenue and expenditures. A statement of cash flow is
desireable, but not required.)
3. Accountant's Report: Compiled or reviewed statements, prepared by a certified public accountant,
in conformity with generally accepted accounting principles. Foofiote discloses may be omitted at
the discretion of the program .manager.
4. Audit: Audited statements, prepared by a certified .public accountant. Copies of all management
letters must also be provided.
B. Requirements
l . The type of financial analysis :required of the Contractor will depend on the amount of Town funds
allocated to :the Contractor and the size of the Contractor's annual budget:
a. For a Contractor receiving $5.,000 or less of Town Funds: a Contractor Internal -Revenue
and Expenditures.
b. For a Contractor receiving over $5,000 in Town Funds, or a Contractor receiving over
$1:0,000 in Town funds but with an annual budget of .less than $100,000: a Contractor
Internal-Financial.Statements.
c. .For a Contractor receiving over $10,000 in Town funds and with an annual budget of
$ 100,000 or more, or a Contractor receiving over$20,000 in Town funds but with an annual
budget under $200,000: an Accountant's Report.
d. For a Contractorreceiving more than $30,000 in Town funds andwith an annual budget of
more than $400,000: an Audit.
2. If the Program Manager determines that a higher level of financial analysis is necessary thanprovided
above, the Program Manager may require a higher .level. of analysis as a corrective action under the
Rules and Regulations.
n:\csd\8040\comgrant.rul 1
EXHIBIT B
INSURANCE. REQUIRED
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
Y. Insurance .Services Office form number GL 0002 (Ed. 1/73) covering Comprehensive
General Liability and Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability; or Insurance Services Office Commercial General
Liability coverage {"occurrence" form GC 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/78). covering Automobile Liability,
code 1 "any auto" and endorsement' CA 0025..
3. Worker's Compensation insurance as required by the Labor Code of the State of California
and Employers Liability insurance.
B. BEGINNING OF WORK
Contractor shall maintain limits no less than:
1. 'General Liability:. $.1,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability Insurance or other
form with a general aggregate limit is used, either the .general aggregate limit shall apply
separately to this Project/location or the general aggregate limit shall be twice the required
occurrence limit. "
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and
property :damage.
3. i~Vorkers' Compensation and Employers.Liability: Worker°s compensation limits asrequired
by the Labor Code of the State of California and Employers Liability limits of $1,000,000.
per accident.
C. DEDUCTIBLES AND SELF-INSURED .RETENTIONS
.Any deductibles orself-insured retentions must be declared to and approved by the Town of Los
Gatos. Atthe option of the Town of Los Gatos, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the Town of Los Gatos, :its officers, officials,
employees and volunteers; or the Contractor hallprocurea bond guaranteeing paymentof losses
and related investigations, claim administration, and defense expenses. .
n:\csd\8040\comgrant. ru I
D. OTHER INSURANCE PROVISION
The policies are to contain,. or be endorsed to contain the following provision:
1. General Liability and Automobile Liability Coverages
a. The Town of Los Gatos, its officers, officials, employees and volunteers are to be
covered as insureds as respects: liability arising out of activities performed by or on
behalf of the Contractor, products and completed operations of the Contracts, .premises
owned, occupied or used by the Contractor, or automobiles owned, leased, hired or
borrowed by the Contractor. The .coverage shall contain no special limitations on the
scope ofprotection afforded to the Town of Los Gatos, its officers, officials, employees,
or volunteers.
b. The Contractor's insurance coverage shall be primary insurance as respects the Town of
Los Gatos, its officers, officials, employees, and volunteers.. -Any insurance or self-
insurance .maintained by the Town of Los Gatos, its officers, officials, employees, or
volunteers shall be excess of the Contractors Insurance and shall not contribute with it.
c. Any .failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Town of Los Gatos, its :officers, officials, employees, or volunteers.
d. The Contractor's :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.
2. Workers' Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the Town of Los Gatos, its
officers, officials, employees, or volunteers for dosses arising from work performed by the
Contractor for the Town of Los Gatos.
3. All Coverages
Each insurance policy required by this clause .shall be endorsed to state that coverage shall
not be suspended, voided, canceled by either party, reduced in coverage or in limits except
after thirty (30) days prior written notice by certified mail, return receipt required, has been
given to the Town of Los Gatos.
E. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a Best's rating of no less than B+.
n:\csd\8040\comgrant.rul 2
F. VERIFICATION OF COVERAGE
Contractor shall .furnish the Town of Los Gatos with certificates of insurance .and with original
endorsements effecting coverage required by this clause. The certificates and endorsements for
each insurance policy are to 'be signed by a person authorized by that insurer to bind coverage
on its behalf. The certificates and endorsements are to be onforms provided by the Town of Los
Gatos. iNhere by statute, the Town of Los Gatos's workers° compensation-related forms cannot
be used, equivalent forms approved by the State Insurance Commissioner are to be substituted.
All certificates .and endorsements .are to be received and approved by the Town of Los Gatos
before work commences. The Town of Los Gatos reserves the right to :require complete,
certified copies of all required insurance policies, at any time.
G. SUBCONTRACTORS
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and .endorsements for each subcontractor. All coverages .for subcontractors shall be
subject to all of the requirements stated herein.
n: \csd\8040\comgrant. ru l
1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial.and
accounting activities of the Contractor, includingthe receiptand disbursementof Contractor
funds.
2. Appoint a Treasurer from its Board, who shallreview and by signature approve all receipts,
disbursements, and bank account balances no 'less than monthly.
3. Establish and maintain a system of'accounts that shall be in conformance with .generally
accepted principles of accounting for budgeted .funds.- This system of accounts shall be
subject to review and approval of Town.
4. Document all costs by maintaining complete and accurate records of all fmancial
transactions, including, but .not limited to, contracts, invoices, time cards, cash receipts,
vouchers, cancelled checks, bank statements and/or other official documentation evidencing
in proper detail the nature and propriety of all charges. '
5. .Submit financial analysis when requested by Town in accordance with the criteria and
standards contained in Exhibit A to these Rules and Regulations.
6. Repay any disallowed costs. Disalloive8 costs maybe identified hroughaudts, monitoring,
or other sources. Contractor shall be afforded the .opportunity to respond to any adverse
findings which may lead to disallowed costs. The Town shall make-the final determination
of disallowed costs, consistent with the principles contained in OMB circular A-122, Cost
I'rincipies for Nonprofit Organizations.
7. Contractorshall, at its sole cost and expense, obtainandmaintain insurance infull force and
effect throughout the term of the Grant Agreement with the Town in accordance with the
criteria and standards contained in Exhibit B to these Rules and Regulations.
8. Town shall make the final determination. of validity of costs included in request for
reimbursement and shall have the right to reject and deduct from the amount requested for
reimbursement any costs the Town determines are not valid.
VI. PRESERVATION OF RECORDS.
A. Contractor shall preserve and make available its records:
1. Until the expiration of three years from the date of the submission of the final expenditure
report or, forgrants that are renewed annually, from the date of the submission of the annual
financial status report; or .
2. For such longer.period, if any, as is required by applicable law; or
3. If the Grant Agreement is completely or partiallyterminated,the records relating to the work
terminated shall be preserved and made available for a period of three ,years :from the date
of any resulting final settlement.
n:\csd\8040\comgrant.rul 3
i
VII. _ EXAMINATION OF RECORDS; FACILITIES. At any time during normal business hours and as often as
maybe deemed necessary, Contractoragrees that Town, and/or any duly authorized representatives shall, until
expiration of {a) three years after final payment under the underlying Grant Agreement, or (b) such .longer
period as may be prescribed, have access to and the right to examine its plants, offices and facilities engaged
in .performance. of the grant agreement .and all .its records with respect to all matters covered by the grant
agreement, excepting those falling within the attorney-client privilege, and those falling within the attorney
work-product.privilege; provided that in the event of a dispute regarding the applicability of the attorney work-
.product privilege to specificrecords, the parties agree to submit the dispute to an impartial arbitrator agreeable
to both parties. Agreement to the arbitratorshall not'be withheld unreasonably. Costs of such arbitration shall
be divided equally between the parties:
Contractor also agrees that the Town, or any duly authorized representatives, have the right to audit, examine
and make excerpts or transcripts of and from, such records, and to make audits of all contracts and
subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data
relating to matters affecting the Program.
VIII. TOWN AUDITS. TheTownmayrequirean independent audit. Such audits may cover program compliance
as well as fiscal matters. Contractor will be .notified in advance. that an audit will be conducted, and the
Contractor shall fully cooperate with the auditors. Contractor will be afforded an opportunity Yo .respond to
any audit findings, and have the responses included in the final audit report. Cost of such audits will be borne
by the Town.
IX. PURCHASING.
A. Title to Personal nroperty: Title to any personal ,property used in performance of the services and
work specified in the grant agreement shall be as follows:
Personal property donated shall become the property of Contractor or person if so specified
by the donor; otherwise the same shall become property of Town except for property and
equipment described in subparagraph (2) below.
2. Personal ..property and equipment permanently affixed to buildings owned by Contractor
shall become property of Contractor.
3. All other personal property, supplies, .and equipment purchased with funds provided
pursuant to the.grant agreement with the Town and not consumed shallbecome property of
Townand revert to Town upon the termination of the grant agreement with the Town. Town
may elect at its sole option to decline to take title to all or any part of these items.
B. Non-expendable Property. .Any non-expendable property ;purchased by Contractor with funds
approved by Town, with a purchase price in excess of One Hundred Dollars ($100.00), must be
approved in. writing by Town. Town shall retain title to said property. If the .Program will be
n:\csd\ 8040\comgrant. rul
continued beyond termination of the Grant Agreement with the Town, the Town, at its sole option;
may vest title in Contractor.
C. Purchase of Real Proderty. None of the funds provided under the Grant Agreement with the Town
shall be used for the,purchase of real or non-expendable property with a,purchase price in excess of
One Thousand Dollars ($1,000;00), or for the purchase of an option on the purchase of real or non-
expendable ,property, unless the Town Manager approves, in writing, such purchase or option to
purchase prior to the time when Contractor enters into a contract for such purchase or option to
purchase.
X. MONITORING AND EVALUATION OF .SERVICES
A. Evaluation of Program Performance. Evaluation of Program performance shall bethe mutual respon-
sibility of both :Contractor and Town. Contractor shall furnish all data, .statements, records,
information andreportsnecessary for Program Manager to monitor, review and evaluate performance
of Contractor with respect to the :Program and its components. The results of Contractor's
performance will berecorded on aTown-approved monitoring and evaluationform. Town shall have
the right to request the services of an outside agent to assist in any such evaluation. Such outside
services shall be paid for by-Town. '
B. Unsatisfactory Performance. Contractor shall be considered to be performing in an unsatisfactory
manner if the Program Manager determines hat the Contractor is providing client services below an
established minimum standard:or'level.as stated in the "Scope of Services" established in the Grant
Agreement with the Town. A Contractor determined to be performing unsatisfactorily will be notified
and shall"have the opportunity to provide any relevant information to the.Program Manager priorto
any corrective.action being taken by the Town.
C. Upon receipt by Town of any information that evidences a failure or deficiency by Contractor to
comply with any .provision of these Rules and Regulations or the Grant Agreement, the Town may
require corrective action to enforce compliance with such provision. Corrective action, up to and
including termination of the grant agreement, may be taken if any of the following, as examples only,
occur: ~ °
1. If Contractor (with or without knowledge) has made any material misrepresentation ofany
.nature with respect to any information or data furnished. to Town in connection with the
Program.
2. If there is pending litigation with respect to the performance by Contractor of any of its
duties or obligations under the grant agreement that may materially jeopardize or adversely
affect the undertaking of orthe carrying out ofthe Program.
n:\csd\8040\comgrant.rul S
3. If Contractor shall have taken any action pertaining to .the .Program which requires Town
approval without first having obtained such.approval.
4. If Contractor is in default under any provision of the grant agreement.
5. If Contractor makes .improper use of grant funds.
6. If Contractor fails to comply with any of the terms .and conditions of the Grant Agreement
or these Rules and Regulations as to constitute material breach thereof.
7. IfContractor submits to Town any reports that are incorrect or incomplete in any material
.respect.
D. Corrective Action. In reviewing whether.performance of the Program has met the Ievel or standard
established in the Grant :Agreement, the Town shall have the right to require the presence of
Contractor or its representative at any hearing or .meeting called for the purpose of considering
correctiveaction.Gontractor will have an opportunity toparticipate in correctiveaction deliberations,
but the ultimate determination of action to be taken shall be solely the Town's. Town shall forward
to Contractor a set of specific corrective action recommendations relative to unsatisfactory Program
performance.and/or noncompliance and a timetable for implementing the specified corrective action
recommendations; such timetable shall allow Contractor not less than seven (7) working days from
the date of the notice to comply with the specified corrective action recommendations. Following
implementation of the correctiveactions,Contractor shall forward to Town,. within ten (10) working
days any documentary evidence required by Town to verify that the corrective actions have been
taken. In the .event Contractor does not implement the corrective action :recommendations in
accordance with he corrective action timetable, Town may suspend payments hereunder and/or
provide notice of intent to terminate this contract. However, should the Town determine that illegal
activity or misuse of Town funds may have occurred, the Program Manager may immediately
suspend payments-until the Program Manager is satisfied that no illegal .activity or misuse has
occurred or the processes for corrective action described above have been resolved.
XI. PROGRAM INCOME.
A. Income from Disposition of Pronertv..
1. If disposition instructions from Town require sale of property, Contractor must compensate
Town the amount computed by applying Town's ,percent of participation in the cost of the
Program to the proceeds from sale after deducting actual and reasonable selling and fix.up
expenses, if any, .from the sale proceeds.
2. If Contractor is directedto transfer title ofproperty to Town, Contractor shall be entitled to
.compensation computed by applying the Town's percentage ofparticipation in the cost of
the Program to the current fair market value of the property.
nt\csd\8040\comgrant.rul 6
B. Other Income. All other Program income earned during the grant period shall be retained by the
Contractor and shall be added to .funds committed to Program by the Town and used to further
eligible Program activities and to finance, upon Town's approval, the non-federal share of Program
° or, deducted .from the total project costs for the purpose of determining the net costs on which the
Town's share of costs will be based.
XIL REALLOCATION OF .FUNDS. Town may reallocate the, amount of underspendirig in the Program as a
whole, to another project. Town .shall, before reallocation, give Contractor ten (I0) working days written
notice of its ,intention to reallocate .funds; together with a copy ofTown's expenditure review for the Program
and statements of its reasons for such reallocation. Town shall make its final determination with respect to
reallocation only after Contractor has been given an opportunity topresent itsviews andrecommendations with
respect to such contemplated reallocation. In no event, however, shall Town be bound to accept Contractor's
views or recommendations with respect to such contemplated reallocation.
EXHIBITS:
A -FINANCIAL ANALYSIS REQUIREMENTS FOR CONTRACTORS
B -INSURANCE REQUIREMENTS
n:\csd\8040\comgrant.rul 7