1994-014-Execute Downtown Economic Development Agreement With The Los Gatos Downtown Association For Economic Development ActivityRESOLUTION 1994 -14
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE A
DOWNTOWN ECONOMIC DEVELOPMENT AGREEMENT
WITH THE LOS GATOS DOWNTOWN ASSOCIATION
FOR ECONOMIC DEVELOPMENT ACTIVITY
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos enter into a Downtown Economic
Development Agreement (a copy of which is attached) with the Los Gatos Downtown
Association for economic development activity, and that the Town Manager is authorized,
and is hereby directed, to execute said agreement in the name and on behalf of the Town
of Los Gatos.
BE IT FURTHER RESOLVED, that this resolution is not effective until the date
that Ordinance No. 1970 regarding the credit for businesses in the Business Improvement
District (Town Code Section 14.20.120) becomes effective.
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, 1994 . by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin,
Mayor Randy Attaway
NAYES: None
ATTEST:
�CLERh � `"
OF THE TOWN OF LOS TOS
LOS GATOS, CALIFORNIA
MGR068 A: \CNCLRPTS \BJDECONO.RFS
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DOWNTOWN ECONOMIC DEVELOPMENT AGREEMENT BY AND BEw
THE TOWN LOS GATOS AND BID:
THE LOS GATOS DOWNTOWN ASSOCIATION
CALENDAR YEAR 1994
THIS AGREEMENT, entered into this _ day of , 1994, by and between the TOWN OF
LOS GATOS, a municipal corporation (hereinafter TOWN), and Los Gatos Downtown Association, a nonprofit
corporation (hereinafter CONTRACTOR).
WHEREAS, TOWN desires to engage CONTRACTOR, and TOWN has appropriated funds not to
exceed sixty thousand dollars ($60,000), to be used during the time period between January 1, 1994, and
December 31, 1994, for the purpose of meeting the goals and objectives outlined in EXHIBIT B, "SCOPE OF
SERVICES" (hereinafter PROGRAM), operating within the TOWN OF LOS GATOS from facilities located
at 208 E. Main Street, #205 and benefitting downtown Los Gatos.
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 [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 precedence.
II. PROGRAM COORDINATION
A. TOWN: The Assistant Town Manager 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 be performed 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 to the execution of this Agreement require a substitute PROGRAM
DIRECTOR, CONTRACTOR shall notify TOWN immediately of such occurrence in writing.
PROGRAM DIRECTOR and CONTRACTOR staff will fully cooperate with TOWN'S
PROGRAM MANAGER relating to the PROGRAM, areas of concern, and the impact of
PROGRAM on residents of TOWN.
MGRO68 A: \CNCLRPTS \GRAN1V4.BID 1
r
C. NOTICES: All notices or other correspondence required or contemplated by this Agreement
shall be sent to the parties at the following addresses:
TOWN
Mark Linder
Assistant Town Manager
Town of Los Gatos
P.O. Box 949
Los Gatos, CA 95031
Joe Hargett
President
Los Gatos Downtown Association
208 E. Main Street, #205
Los Gatos, CA 95032
Ill. QBLIGATIONS 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 review under the Agreement for compliance purposes and evaluating
PROGRAM based on quarterly reports received from CONTRACTOR and on -site
monitoring of client -based data.
B. Method of Payment:
1. TOWN shall reimburse CONTRACTOR for all allowable costs and expenses incurred in
providing the PROGRAM upon receipt of properly executed invoice and supporting data
according to EXHIBIT C, "BUDGET, as attached to this Agreement, and the Rules and
Regulations. CONTRACTOR shall attach the corresponding monthly or quarterly report
to the applicable invoice.
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
or noncompliance with this Agreement.
IV. 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 written permission of the applicant or court
order, 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 to designated persons
having responsibilities under the contract, including those furnishing services under the PROGRAM
through subcontracts.
MGRO68 A: \CNCLRM \GRANP94.BID 2
V. 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 of the 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 shall 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. This 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 any kind are authorized without the written consent of the Town Manager.
VI. COMPLIANCE WITH LAW
CONTRACTOR shall become familiar and comply with and cause all its subcontractors and employees,
if any, to become familiar and comply with all applicable federal, state and local 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.
VII. TERMS AND AMENDMENTS
Amendments to the terms and conditions of this Agreement shall be requested in writing by the 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.
VIII. LEGAL MATTERS
A. Integration
tion
This document and the Rules and Regulations represents the 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.
MGRO68 A.ACNC .R YM\GRnNrva.BlD 3
IX. 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 cost and 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 shall hold TOWN, its Town Council, officers, employees and 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 shall reimburse
TOWN, for any disallowed costs and /or penalties imposed on TOWN because of
CONTRACTOR's failure to comply with Federal regulations or requirements.
X. 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 remedy available to TOWN or CONTRACTOR with respect
to such breach or default.
XI. 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 ih
1. 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 of CONTRACTOR's services which are of benefit to TOWN.
MGRO68 AACNCLRPTS \GRANM.B1D 4
3. Turn over 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.
TOWN is not liable for any CONTRACTOR expenses incurred after the termination or closing date
of the Agreement.
XII. 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 Thud 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. Severability Clause
In case any one or more of the provisions contained herein shall, for any reason, be held invalid,
illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions which
shall remain in full force and effect.
D. No Pledgina 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 shall save and hold
harmless TOWN, its Town Council, its officers, employees and boards and commissions from
expenses arising out of this 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 nor any of its subcontractors 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.
MGRO68 A: \CNCLRPTS \GRAN *94.BID 5
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
hereinabove set forth.
Los Gatos Downtown Association
Joe Hargett
President
TOWN OF LOS GATOS
David W. Knapp
Town Manager
APPROVED AS TO FORM:
Larry E. Anderson
Town Attorney
ATTESTED TO:
Marian V. Cosgrove
Town Clerk
APPROVED AS TO CONTENT:
Mark Linder
Assistant Town Manager
EXHIBITS ATTACHED:
EXHIBIT A - ASSURANCES
EXHIBIT B - SCOPE OF SERVICES
EXHIBIT C - BUDGET
MGRO68 A: \CNCLRP1S \GRANI94.BID 6
EXHIBIT A.
ASSURANCES
The CONTRACTOR assures and certifies to the TOWN that:
1. 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 VI. 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
of the Rehabilitation Act of 1973, Civil Rights Act of 1964 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 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).
MGR%8 A: \CNCLRPTS \GRANM.B1D
SCOPE OF SERVICES
1994 Proposed Programs
A. Marketine
The entire 1994 Marketing Budget (60 %) will be used to attract business to downtown Los Gatos
including:
• Expansion of long -term image campaign
• Targeted advertising campaigns and promotions
• Video project featuring a variety of downtown businesses, in cooperation with KCAT and Los
Gatos High School
• Downtown Dialogue - Monthly publication of district newsletter in the Los Gatos Weekly Times
• New programs which may include restaurant event, art gallery and antique promotion, street
celebrations, seminars and merchant education
B. Beautification
The beautification budget (20 %) will be committed to the following areas:
• Streetscape program (street furniture and landscaping including newspaper racks, trash
receptacles, etc.)
• Banner program with seasonal banner changes
• Development of an ongoing sidewalk cleaning program
• Completion of holiday building lighting project
C. Administration
The administration budget (20 %) will be committed to the following areas:
Coordination of
• Member education
• Seminars and lecture series
• Programs and promotions
• Representation of downtown businesses on appropriate agencies and committees
• Liaison with Chamber of Commerce and Town
• Information network for potential downtown retailers
MGR068 AACNCLRPTS\GRAIv T94.B1D
Budget Item
Marketing
Administration
*Beautification
EXHIBIT C.
B D ET
Proposed Three Year Budget Plan
Year I Year 2
1994 1995
$45,00060%
$15,00020%
$15,00020%
111 ,1',
111 1',
111 1',
Year
1996
111 1',
111 1',
TOTAL FUNDED BY
TOWN $60,000 80%a $60,00080% $60,00080%
*77te beautification budget of $IS,000 is proposed to be funded under a separate contract with the Los Gatos
Redevelopment Agency
MGRO68 A: \CNCLRPTS \GRAN1`94.B1D
RULES AND REGULATIONS GOVERNING
COMMUNITY GRANTS
I. PURPOSES AND APPLICATION. The following rules and regulations shall apply to all community
grants made by the 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 the 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 to deliver services under the terms of the grant.
B. Program. As used in these Rules and Regulations, "Program" means the services to be provided
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,QF 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.
3. Verification and documentation of Internal Revenue Service nonprofit status under Title
26, Section 501(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 Affirmative 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 of the effective date.
B. Within ten (10) 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 preceding time period.
2. Submit to the Program Manager (on the Town- approved form) Contractor's request for
reimbursement and supporting documentation on a quarterly basis according to the Budget
contained in the grant agreement (see Section IV, B, 1. below).
C. Prior to entering into any lease agreement, the Contractor shall submit the agreement for
approval by Town.
MGRO68 A: \CNCLRP'1S \GRANFA.BID
V. PROGRAM PERFORMANCE BY CONTRACTOR .
A. Contractor shall:
1. Provide services in accordance with the "Scope of Services" and the "Budget" 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:
1. Appoint and submit 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. Appoint a Treasurer from its Board, who shall review 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 financial
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 at least every year in accordance with the criteria and standards
contained in Exhibit A to these Rules and Regulations.
6. Repay any disallowed costs. Disallowed costs may be identified through audits, 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
Principles for Nonprofit Organizations.
7. Contractor shall, at its sole cost and expense, obtain and maintain in full force and effect
throughout the term of the grant agreement with the Town, insurance as set forth in
Exhibit B.
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, for grants 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 partially terminated, 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.
VII. EXAMINATION OF RECORDS: FACILITIES ' At any time during normal business hours and as
often as may be deemed necessary, Contractor agrees 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 specific records, the parties
agree to submit the dispute to an impartial arbitrator agreeable to both parties. Agreement to the
arbitrator shall not be withheld unreasonably. Costs of such arbitration shall be divided equally between
the parties.
MGRO68 A\CNCLRPTS \GRANT94.BID
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. The Town may require an 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 to 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 orooerty: Title to any personal property used in performance of the services
and work specified in the grant agreement shall be as follows:
1. Personal property donated shall become the property of Contractor or person 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 shall become property
of Town and 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
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 Property. 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's Program 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. Any such purchase or option shall be processed through the
Town Manager.
X. MONITORING AND EVALUATION OF SERVICES
A. Evaluation of Program Performance. Evaluation of Program performance shall be the mutual
responsibility of both Contractor and Town. Contractor shall furnish all data, statements, records,
information and reports necessary 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 be recorded on a Town- approved monitoring and evaluation form.
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 that 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 prior to 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 of any
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 or the carrying out of the Program.
MGRO68 A\CNCLRPTS \GRAN194.BID
XI.
XII.
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. If Contractor 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 level 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
corrective action within seven (7) working days of receiving such notice. Contractor will have an
opportunity to participate in corrective action 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 to comply with the
specified corrective action recommendations. Following implementation of the corrective actions,
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 the 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.
PROGRAM INCOME.
A. Income from Disposition of Property.
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 directed to transfer title of property to Town, Contractor shall be entitled
to compensation computed by applying the Town's percentage of participation in the cost
of the Program to the current fair market value of the property.
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.
REALLOCATION OF FUNDS. Town may reallocate the amount of underspending in the Program
as a whole, to another project. Town shall, before reallocation, give Contractor ten (10) working days
written notice of its intention to reallocate funds, together with a copy of Town'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 to present its views and
recommendations 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.
MGRO68 A\CNCLRPTS \GRANI94.BID
EXHIBIT A
FINANCIAL ANALYSIS REQUIREMENTS FOR CONTRACTORS
A. Tvoes of Financial 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. Footnote 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
1. 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
$10,000 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 Contractor receiving more than $30,000 in Town funds and with 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 than
provided above, the Program Manager may require a higher level of analysis as a corrective action
under the Rules and Regulations.
MGRO69 AACNCLRPTS \GRAN194.B1D
EXHIBIT B
INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the Program
by the Contractor, its agents, representatives, employees or subcontractors. The cost of such insurance shall be
home by the Contractor.
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 CG 0001).
2. Insurance Services Office form number CA 0001 (Ed 1/78) covering Automobile Liability, code
1 "any auto" and endorsement CA 0025.
3. Workers' Compensation insurance as required by the Labor Code of the State of California and
Employers Liability insurance.
B. MINIMUM LIMITS OF INSURANCE
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 and Employers Liability: Workers' 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 RETENTION
Any deductibles or self - insured retentions must be declared to and approved by the Town. At the option
of the Town, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as
respects the Town its officers, officials, employees and volunteers; or the Contractor shall procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
D. OTHER INSURANCE PROVISION
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The Town, 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 Contractor, 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, its officers, officials, employees or volunteers.
b. The Contractor's insurance coverage shall be primary insurance as respects the Town, its
officers, officials, employees and volunteers. Any insurance or self - insurance maintained
by the Town, its officers, officials, employees or volunteers shall be excess of the
Contractor's 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, 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 Agency, its officers, officials,
employees and volunteers for losses arising from work performed by the contractor for the Town.
3. All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall not
be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty
(30 days' prior written notice by certified mail, return receipt requested, has been given to the
Town.
MGRO68 A: \CNCLRPTS \GRANI94.BID
E. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a Best's rating of no less than A: VII.
F. VERIFICATION OF COVERAGE
Upon execution of this agreement, Contractor shall furnish the Town 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 on forms provided by the Town. Where by
statute, the Town's workers' compensation- related forms cannot be used, equivalent forms approved by
the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received
and approved by the Town before work commences. The Town 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.
MGRO68 A:\CNCLRPTS \GRANT94.BID
EXHIBIT C
PAYMENTS TO CONTRACTOR
1. GENERAL. TOWN agrees to pay CONTRACTOR for the performance of the services, work, and
duties, subject to and performed in connection with the Grant Agreement a sum of money not to exceed
the amount set forth in the "Budget" attached to the Grant Agreement. These payments are made on
a reimbursement basis for services actually performed by CONTRACTOR and for eligible costs actually
incurred and paid by CONTRACTOR pursuant to the Grant Agreement according to the cost categories
described in this Exhibit. The statement or statements requesting payment shall be in a form approved
by the Town, and the CONTRACTOR shall specify in detail the services performed by and the costs
incurred and paid by the CONTRACTOR during the month or quarter for which payment is sought.
In no event shall the CONTRACTOR overrun the total budget for any quarter without obtaining prior
written approval from the TOWN.
U. TOWN REVIEW. Payment to the CONTRACTOR shall be made upon receipt by TOWN of the
monthly or quarterly reports required by the Grant Agreement and the Rules and Regulations, and any
required documentation, including but not limited to, paid invoices. The TOWN will determine whether
payment can be made under the Grant Agreement and may rely upon the certification by
CONTRACTOR that the items appearing on the statement and its supporting data are eligible items
under the PROGRAM. However, no such determination shall constitute a waiver by the TOWN of its
right to recover from CONTRACTOR any monies paid on items that were not eligible to payment under
the PROGRAM and the Grant Agreement. The total amount of payments made to the
CONTRACTOR shall be distributed as shown in the "Budget" attached to the Grant Agreement.
III. COST CATEGORIES.
A. Communications: Eligible costs for telephone, telegraph, postage, and other communication costs
that are essential to the operation of the PROGRAM.
B. Contractual Services: Eligible payments for contractual expert services of a professional, scientific,
or technical nature, as well as eligible payments made to contractors for performing construction
work or any other services that the PROGRAM does not have the capability of performing itself.
Contracts or subcontracts in excess of One Hundred Dollars ($100) require prior written approval
of the Town.
C. Equipment: Eligible payments for the purchase of equipment, which is defined as tangible
property having a useful life of more than one (1) year and a unit cost of Five Hundred Dollars
($500) or more. All equipment purchases require prior Town approval.
D. Equipment Rental: Eligible costs for rental of equipment defined as tangible property other than
land or buildings or building improvements.
E. Fringe Benefits: Eligible payroll- related costs of health insurance, retirement fund contributions,
FICA, and other payments made on behalf of a CONTRACTOR employee.
F. Personnel: Eligible payments made to CONTRACTOR's employees for time actually worked
for all positions listed in the "Scope of Services" attached to the Grant Agreement.
G. Printing & Advertising: Eligible costs that are essential to the operation of the PROGRAM and
for printing and duplicating services; newspaper printing by contract; and newspaper advertising.
H. Space Rental: Eligible costs for building space used in connection with the PROGRAM, including
rent, maintenance, and janitorial services when included in the lease, not including fixtures,
furniture, equipment, or utilities.
1. Supplies: Eligible costs for consumable commodities that have useful fife of one (1) year or less,
or that cost less than Five Hundred Dollars ($500) and that are essential to the operation of the
PROGRAM.
J. Travel (Local): Allowable reimbursement to CONTRACTOR's employees for actual automobile
mileage, transportation, and other necessary and ordinary travel expenses while on official
PROGRAM business within the County of Santa Clara.
K. Travel (Other): Allowable reimbursement to CONTRACTOR's employees for actual automobile
mileage, transportation, and other necessary and ordinary travel expenses while on official
PROGRAM business outside the County of Santa Clara. Any out -of -State travel must be
approved by TOWN prior to any such travel. All conferences, seminars, and similar meetings
for which the cost is One Hundred Dollars ($100) or more per person require prior TOWN
approval.
L. Utilities: Eligible costs incurred for water, gas, electric, garbage and trash collection, and similar
expenses.
MGR068 A\CNCLRM \GRANP94.B1D
M. Miscellaneous: Eligible costs and payments for any item not in other cost categories. Any
expenditure under this category for an item costing more than One Hundred Dollars ($100)
requires prior approval of the TOWN.
IV. TRANSFER OF PROGRAM FUNDS. On a quarterly basis, TOWN will review CONTRACTOR's
quarterly expenditures, if any, for services performed and costs incurred by CONTRACTOR. If the
review reveals that the budgeted expenditures for the PROGRAM in any quarter as a whole or by any
cost category are below the amount allocated under the Grant Agreement, the TOWN may transfer the
amount of that underspending into another cost category of the PROGRAM. Before making such a
transfer, the TOWN shall follow the same process provided in the Rules and Regulations for a
reallocation of funds. If the expenditures in any quarter by the CONTRACTOR exceed the amount
allocated to the PROGRAM or any cost category, the TOWN may terminate non -salary expenditures
for the PROGRAM until the expenditures are brought into conformance with the Grant Agreement.
At the request of the CONTRACTOR, the PROGRAM MANAGER may approve transfer of funds
from one cost category to another cost category if: 1) there is no increase in the total amount specified
in the Grant Agreement, and 2) the goals and objectives set forth in the "Scope of Services" of the Grant
Agreement will not be negatively affected. Any such approval shall be in writing before being effective.
MGR068 A\CNCLRPTS \GRANI'94.BID