1993-118-Execute Agreement With Information And Referral Services For Operating The Rent Mediation ProgramRESOLUTION 1993 - 118
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
AGREEMENT WITH INFORMATION AND REFERRAL SERVICES, INC.,
FOR OPERATING THE RENT MEDIATION PROGRAM
WHEREAS, TOWN AND INFORMATION AND REFERRAL SERVICES,
INC., (I &R) executed an Agreement for provision of landlord /tenant conflict resolution
service on September 6, 1983; and
WHEREAS, TOWN and I &R executed Amendments to the Agreements which
included service extension through June 30, 1993; and
WHEREAS, TOWN and I &R wish to enter into a new agreement for fiscal
year 1993 -94 services;
NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS
GATOS DOES HEREBY RESOLVE that the Town Manager be and is authorized to
execute 1) Agreement with Information and Referral Services, Inc. for provision of
landlord /tenant conflict resolution services, effective July 1, 1993, through June 30, 1994,
attached as Exhibit A; and, 2) future amendments so long as they conform to the adopted
Town budget.
CSD08:A: \RES0S \CS080293.118 -I-
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos, California, held on the 2nd day of August, 1993, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck,
Joanne Benjamin
NAYES: None.
ABSENT: Patrick O'Laughlin
ABSTAIN: None.
SIGNED: _
M OR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
CSD08 * \RES0S \CS080293.118 -2-
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- , 27
IHH:
COMMUNITY GRANT AGREEMENT BY AND BETWEEN REcgr I �3 1Ji�
THE TOWN LOS GATOS AND BID:
INFORMATION AND REFERRAL SERVICES, INC.,
FISCAL YEAR 1993 -94
THIS AGREEMENT, entered into this _ day of , 1993, by and between the TOWN OF
LOS GATOS, a municipal corporation (hereinafter TOWN), and INFORMATION AND REFERRAL
SERVICES, INC., a nonprofit corporation (hereinafter CONTRACTOR).
WITNESSETH
WHEREAS, TOWN appropriated funds in its Fiscal Year 1993 -94 Budget for allocation to community
service agencies, and;
WHEREAS, TOWN desires to engage CONTRACTOR, and TOWN has appropriated funds not to
exceed Thirty-one Thousand, Seven Hundred Fifty Dollars ($31,750), to be utilized during the time period
between July 1, 1993, and June 30, 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 1245 So. Winchester Blvd., Suite 200, San Jose, California, 95128, and
benefitting the rent mediation program.
WHEREAS, CONTRACTOR represents and warrants the truth of all statements continued in
"ASSURANCES" attached as EXHIBIT A and incorporated herein by reference.
NOW, THEREFORE, THE PARTIES AGREE, as follows:
I. PROGRAM COORDINATION
A. TOWN: The Director of Community Services or his /her designee, shall be the PROGRAM
MANAGER for TOWN 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. 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.
C. NOTICES: All notices or other correspondence required or contemplated by this Agreement
shall be sent to the parties at the following addresses:
TOWN CONTRACTOR
Regina A. Falkner Information and Referral Services, Inc.
Community Services Director Harryette Shuell
Town of Los Gatos Executive Director
P.O. Box 949 1245 So. Winchester Blvd., Suite 200
Los Gatos, CA 95031 San Jose, CA 95128
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
IL OBLIGATION OF CONTRACTOR
A. Organization of CONTRACTOR
1. Within 15 days of execution of this Agreement, CONTRACTOR shall deliver the following
to the PROGRAM MANAGER
a. Personnel policies and procedures including Affirmative Action Plan if staff exceeds
fifteen (15) employees.
b. An organizational chart and staffing profile.
Contractor shall report in writing any changes within five days of the effective date.
2. CONTRACTOR shall encourage public participation in planning and implementing
services under this Agreement.
B. Program Performance of CONTRACTOR
Contractor shall:
1. Provide services in accordance with the "SCOPE OF SERVICES" (attached as EXHIBIT
B), and "ANNUAL BUDGET" (attached as EXHIBIT C).
2. File reports (on forms approved by TOWN) with the TOWN 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. The reports shall be due within ten (10)
calendar days of the end of the last reporting period and shall cover the period immediately
preceding.
3. Coordinate its services with existing organizations providing similar service in order to
foster community cooperation and to avoid unnecessary duplication of services.
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!
C. Fiscal Responsibilities of CONTRACTOR
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 from its Board a Treasurer who, no less than monthly, shall review and by
signature approve all receipts, disbursements, and bank account balances.
3. 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.
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,
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 2
vouchers, cancelled checks, bank statements and /or other official documentation evidencing
in proper detail the nature and propriety of all charges.
5. Perform an independent fiscal audit at least every year, in conformance with the generally
accepted standard accounting principles. Such audits must identify the total funds received
and disbursed as well as funds granted and expended relating to this Agreement. Copies
of the completed audits must be provided to the TOWN, within 90 days of the termination
of this Agreement.
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.
7. Submit to the TOWN (on the approved form) CONTRACTOR's request for
reimbursement and supporting documentation on a monthly basis according to
EXHIBIT C, "BUDGET ", attached (see Section IV, B, 1. hereinbelow).
TOWN shall make 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.
8. CONTRACTOR shall, at its sole cost and expense, obtain and maintain in full force and
effect throughout the term of this Agreement, insurance as set forth in EXHIBIT D.
D. Preservation of Records: 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.
2. For such longer period, if any, as is required by applicable law; or
3. If this 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.
E. 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 this 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 this Agreement and all its records with respect
to all matters covered by this 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.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 3
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 covered by this Agreement.
F. 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. 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.
G. Purchasine
1. Title to Personal property: Title to any personal property used in performance of the
services and work specked in this Agreement shall be as follows:
a. 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 (b) hereof.
b. Personal property and equipment permanently affixed to buildings owned by
CONTRACTOR shall become property of CONTRACTOR.
C. All other personal property, supplies, and equipment purchased pursuant to this
Agreement and not consumed shall become property of TOWN and shall revert
to TOWN at end of contractual arrangement with the TOWN. TOWN may elect
at its sole option to decline to take title to all or any part of these items.
2. Non - expendable Property: 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 PROGRAM will be continued beyond termination of this Agreement, TOWN,
at its option, may return title to CONTRACTOR.
3. Purchase of Real Property: None of the funds provided under this Agreement 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's Office.
III. MONITORING AND EVALUATION OF SERVICES
A. Evaluation of Program Performance
Evaluation of the 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
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 4
performance of CONTRACTOR with respect to the PROGRAM and its components. The
results of CONTRACTOR's performance will be recorded on a standard monitoring and
evaluation form. TOWN shall have the right to request the services of an outside agent to assist
in any such evaluation. Such services shall be paid for by TOWN.
B. Unsatisfactory Performance
CONTRACTOR shall be considered to be performing in an unsatisfactory manner if shown to
be providing client services below an established minimum level as stated in EXHIBIT B, "SCOPE
OF SERVICES ". Should the PROGRAM fail to meet any one of the performance standards
established in the SCOPE OR SERVICES, such occurrence will be addressed by TOWN staff
and reviewed by the PROGRAM MANAGER. Programs coming under review of the type
described herein will be notified and shall have the opportunity to provide any relevant
information to the PROGRAM MANAGER prior to any action taken by the TOWN.
C. With receipt by TOWN of any information that evidences a failure or deficiency by
CONTRACTOR to comply with any provision of this Agreement, the TOWN shall have the right
to require corrective action to enforce compliance with such provision.
Corrective action shall 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 this Agreement which may materially jeopardize or
adversely affect the undertaking of or the carrying out of the PROGRAM.
3. If CONTRACTOR shall have taken any action pertaining to the PROGRAM which
requires TOWN approval without having obtained such approval.
4. If CONTRACTOR is in default under the provisions of this Agreement.
5. If CONTRACTOR makes improper use of grant funds.
6. If CONTRACTOR fails to comply with any of the terms and conditions of this contract
in such a manner as to constitute material breach thereof.
7. If CONTRACTOR submits to TOWN any reports which are incorrect or incomplete in
any material respect.
D. Corrective Action
After all administrative remedies have been exhausted, TOWN shall have the right to require the
presence of any 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 fully in corrective action deliberations.
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
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 5
CONTRACTOR not less than seven (7) working days nor more than seven (7) working days from
time notice was received 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.
IV. 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. Review of contract 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", and EXHIBIT E, "PAYMENTS TO
CONTRACTOR ", attached. Invoice must be accompanied by corresponding monthly or
quarterly report.
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.
V. PROGRAM INCOME
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.
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.
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.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 - 6
VI. 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, 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 to persons having
responsibilities under the contract, including those furnishing services under the PROGRAM through
subcontracts.
VII. 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.
VIII. 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.
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
requirements.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 7
LX. TERMS AND AMENDMENTS
Amendments to the terms and conditions of this contract shall be requested in writing by the party
desiring such revision, and any such adjustment to this contract shall be determined and effective only
upon the mutual Agreement in writing of the parties hereto unless the Amendments are made by the
TOWN in which case they will be adopted as ordered.
X. LEGAL MATTERS
A. Inte a�r�ion
This document 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 insure to the benefit of, the parties, their heirs,
successors, and assigns.
XI. HOLD HARMLESS
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.
XII. 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.
XIII. 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:
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.
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
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 8
with the further expenditure of funds. The two parties shall agree upon the termination
conditions, including the effective data and, in the case of partial terminations, 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.
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.
XIV. CHANGES
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.
TOWN is not liable for any CONTRACTOR expenses incurred after closing date of contract.
XV. MISCELLANEOUS PROVISIONS
A. The Caution
The captions of the various sections, paragraphs, and subparagraphs of the contract 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. 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 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 shall save and hold
harmless TOWN, its Town Council, its officers, employees and boards and commissions from
expenses arising out of this Agreement.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 9
E. Disputes
In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fee, as well as all reasonable costs (not limited to those allowed by statute),
but not to exceed $5,000.
F. Nondiscrimination
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.
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.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
hereinabove set forth.
INFORMATION & REFERRAL SERVICES, INC.
Harryeo Shuell
Executive Director
TOWN OF LOS GATOS
David W. Knapp
Town Manager
APPROVED AS TO FORM:
rry Anderson
To Attorney
ATTESTED TO:
Marian V. Cosgrove
Town Clerk
4*a D S TO ONTENT:
alkner Ser vices Director
CSD 14 \CONTRACT\AGREMENT:I8,R
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 11
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).
CSD 14:A: \CONTRACT\AGREMENT.I &R
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
EXHIBIT B
SCOPE OF SERVICES
FISCAL YEAR 1993 -94
AGENCY: Information and Referral Services Inc
I. PROGRAM GOALS AND OBJECTIVES:
1. TENANT /LANDLORD
I & R SHALL:
a. During the hours of 8:30 A.M. to 4:30 P.M. every weekday,
maintain and staff at least one telephone line at its office
located at 1245 South Winchester Boulevard, Suite 200, San
Jose, provide information to persons with questions regarding
landlord and tenant relations concerning property situated
within the Town; refer such groups to appropriate agencies,
persons or groups; and /or advise them of Program services as
provided by staff and the Town Mediation Board. I & R shall
send about Program information upon request.
b. Upon receiving a Petition describing a conflict situation
deemed to be appropriate for the dispute resolution process,
I & R staff shall:
(a) provide conciliation services via telephone or mail;
(b) assign a mediator when conciliation is not sufficient;
and /or,
(c) insure that appropriate arbitration services are
available when the dispute is not resolved at the
mediation level.
2. RECORDKEEPING
I & R SHALL:
a. Keep complete and accurate records regarding each request
for landlord /tenant services under the terms of this
Agreement and shall compile monthly statistics which of
several conflict categories the situation would most
reasonably fall; and the number, resolution, and the outcome
of cases assigned to members of the Mediation Group. These
statistics shall be sent to the Community Services
Department each quarter.
b. Advise the Town from time to time and at its request, as to
the status of the program and the progress made in easing
tension in the Los Gatos rental housing community. The Town
shall at all times have access to program records maintained
by I & R and shall be allowed to observe the employees
taking Los Gatos calls at its office.
C. Provide an adequate number of trained mediators and maintain
an accurate list of trained mediators including their
telephone numbers, addresses and other relevant data.
d. Provide all forms, documents, and other materials required
for the proper keeping of program records.
3. ADVERTISING OF SERVICE /PUBLIC INFORMATION & EDUCATION
a. All advertising, publicity, and other materials describing
the program to the general public are to be approved in
writing by the Town prior to distribution.
b. I & R staff shall coordinate community education efforts
with Town staff.
4. ATTENDANCE AT MEETINGS
I & R shall attend the Rent Advisory Committee meetings and other
training sessions necessary for professional development.
5. COMMUNICATIONS WITH TOWN
I & R shall, at the beginning of the contract year, provide the
Town with written notice of holidays for the fiscal year. At
least five (5) working days prior to a holiday, I & R shall
provide a tape recorded message informing callers that the office
will be closed and the day it will reopen.
6. ANNUAL REPORT
I & R shall prepare and submit to the Town an Annual Report
including, but not limited to, all data and statistics required in
Paragraph I.A.2.a. no later than August 15th of each year.
7. ADDITIONAL SERVICES
Additional Services are those services which are authorized by the
Town but are beyond the scope of Basic Services in Paragraph I.A.
of this Agreement. Additional services shall be authorized by the
Town in writing prior to incurring such expense, and where
authorized, shall be paid for by the Town as hereinbelow provided.
Such additional services may include, but not be limited to,
travel to other jurisdictions for purposes of increasing services
provided to the Town under the terms of this Agreement.
II. CLIENTS
A. Total number of unduplicated Los Gatos residents to participate in
program: 150
B. Demographic Reports
Demographic data regarding clients served, income, sex, race, age,
and handicapped status shall be submitted quarterly.
III. DIRECT SERVICES TO BE _PROVIDED TO LOS GATOS RESIDENTS
Quarterly Services Goals
1st 2nd 3rd 4th Annual Totals
Totals
A. # Petitions Filed 2 2 3 3 10
B. Phone Conciliation 2 2 3 3 10
C. Mediations Held 1 1 1 2 5
D. Arbitrations Held 0
IV. INDIRECT SERVICES TO BE
PROVIDED TO LOS GATOS
RESIDENTS
A. 425 425 425 425 1,700
CSD14:A: \contrect \scopeser.ISR
EXHIBIT C
Buoaat 1
.1993-94
Los Gatos-
Contracts
Publications
Interest
Donation
Fees
In -Kind
Misc.
30750
1000
Total
31750
Personnel
Volunteers
Total
17430
17430
W/C Ins.
Payr.Taxes
H -Ins.
Total
300
1400
500
2200
Bookk.
Acc. /Audit
Cont. Serv.
Total
750
900
1000
2650
Rent
Telep.
Tel.Equip.
Tel.Adv.
Gen.Supp.
Off.Supp.
Subsc.
Equip.
Equip. R/R
Print. /Pub.
Insurance
Postage
Mileage
Conf./Wshp
Dues
Misc.
Total
4900
1050
450
100
470
250
600
50
650
450
350
150
9470
1
Total Ex p. (
31750
I
Page 1 of 1
Information and Referral
Services, Inc.
1245 So. Winchester Blvd. #200
San Jose, CA 95128
408 - 345 -4532
EXHIBIT D.
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 work
hereunder by the Contractor, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be borne 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 RETENTIONS
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 investiga-
tions, claim administration and defense expenses.
D. OTHER INSURANCE PROVISIONS
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
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
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.
E. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a Best's rating of no less than ANII.
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.
CSD14:A: \CONTRACT\AGREM ENT.l&R
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 2