1991-252 - Approving Agreement With The LGHSD To Provide Handicap Accessibility At Los Gatos High SchoolRESOLUTION 1991 -252
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AGREEMENT WITH THE
LOS GATOS- SARATOGA HIGH SCHOOL DISTRICT
TO PROVIDE HANDICAP ACCESSIBILITY AT
LOS GATOS HIGH SCHOOL
BE IT RESOLVED by the Town of Los Gatos that the Town
authorize the Town Manager to enter into the Agreement with the Los
Gatos - Saratoga High School District for Handicapped Accessibility
Modification for Los Gatos High School, attached as Exhibit A.
PASSED AND ADOPTED at a regular meeting of the Town
Council of the Town of Los Gatos, California, held on the 18th day
of November, 1991, by the following vote:
COUNCIL MEMBERS:
AYES:
NAYES:
ABSENT:
ABSTAIN:
Randy Attaway, Steven Blanton, Erio D. Carlson,
Brent N. Ventura
None
None
CS008:A: \PES0S \CS111891.252 - 1-
AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS
AND THE LOS GATOS - SARATOGA HIGH SCHOOL DISTRICT
SEVENTEENTH (17) YEAR COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
PURSUANT TO THE HOUSING AND COMMUNITY DEVELOPMENT ACTS
OF 1974 AND 1977, AS AMENDED
THIS AGREEMENT, made and entered into this _ day of
1991, by and between the Town of Los Gatos, a municipal corporation of the State
of California (hereinafter referred to as "TOWN "), and the Los Gatos - Saratoga
High School District 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
Department of Housing and Urban Development (hereinafter "HUD ") as an entitlement
city pursuant to the provisions of Title I of the Housing and Community
Development Acts of 1974 and 1977, as amended; and
TOWN desires to engage CONTRACTOR who has been allocated a portion
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 the Project as
described in EXHIBIT B, "SCOPE OF SERVICES ".
SECTION 2. TERM OF AGREEMENT:
The term of this Agreement shall be from July 1, 1991 to June 30,
1992, inclusive.
SECTION 3. SCOPE 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:
TOWN agrees to reimburse CONTRACTOR a sum of money not to exceed
Ten Thousand, Five Hundred Ninety -nine and no dollars ($10,599.00), according
to the schedule set out in EXHIBIT E entitled, "PAYMENTS TO CONTRACTOR ", which
is attached hereto and incorporated herein.
Revised August 9, 1991
SE TION 5 GENERAL BLOCK GRANT CONDITIONS:
CONTRACTOR shall comply with all laws, regulations, policies,
guidelines and requirements with respect to the acceptance and use of Federal
funds under the Community Development Block Grant Program, including, but not
limited to, those detailed in EXHIBIT C entitled, "GENERAL BLOCK GRANT
CONDITIONS ", which is attached hereto and incorporated herein.
SECTION 6 CODE OF FEDERAL REGULATIONS:
CONTRACTOR shall comply with all applicable provisions of the Code
of Federal Regulations, as amended, a copy of which is available at the office
of the Community Services Department.
SECTION .7, INSURANCE AND BONDING:
CONTRACTOR shall certify insurability subject to TOWN approval as
specified in EXHIBIT D entitled, "INSURANCE AND BONDING ", which is attached
hereto and incorporated herein. TOWN'S Attorney may, at his/her discretion,
waive any and all insurance requirements in EXHIBIT D.
SECTION 8 PROGRAM COORDINATION:
A. CITY: The Director of the Community Services Department
(hereinafter "MANAGER "), or his/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 the MANAGER.
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 subsequent to the execution of this Agreement
require a substitute project director, CONTRACTOR shall notify
TOWN immediately of such occurrence. Project director and
CONTRACTOR staff will fully cooperate with the MANAGER relating
to the project, areas of concern, and the impact of project
on residents of TOWN.
C. NOTICE 5: All notices or other correspondence required or
contemplated by this Agreement shall be sent to TOWN at the
following address:
2
Revised August 9, 1991
Town of Los Gatos
Community Services Department
P.O. Box 949
Los Gatos, CA 95031
All notices or other correspondence required or contemplated
by this Agreement shall be sent to CONTRACTOR at address
appearing below CONTRACTOR signature line of this Agreement.
SECTION 9 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. Names and addresses of current Board of Directors;
b. Personnel policies and procedures including
Affirmative Action Plan if staff exceeds fifteen
(15) employees;
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 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.
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.
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
A.0..d August 9, 1992 3
evaluate the manner in which the project is achieving
its goals according to standards established by TOWN.
The reports shall be due within ten (10) working days
of the end of each quarter and shall cover the month
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, within ten (10) working days
of the end of the quarter, a reimbursement request
containing a summary statement of expenditures and
revenue for the quarter immediately preceding the date
on which the report is filed and cumulative totals from
the effective date of this Agreement. Said reports shall
be made on forms approved by TOWN.
3. Coordinate its services with other existing organizations
providing similar service in order to foster community
cooperation and to avoid unnecessary duplication of
services.
4. Include an acknowledgement of TOWN funding and support
on appropriate 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 the Department of Housing and Urban Development
(hereinafter "HUD ") or TOWN at such times and in such
forms as HUD 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. Said
offices should be located within the Town of Los Gatos
and shall be subject to the approval of the MANAGER.
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
4
R.,is.d Aug"st 9, 1991
RaviseE August 9. 1991 5
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 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.
4.
Submit to the TOWN, within ten (10) working days of the
end of the preceding quarter, requests for reimbursement,
together with all supporting documentation.
5.
Certify insurability subject to TOWN approval as outlined
in EXHIBIT D entitled, "INSURANCE AND BONDING ".
6.
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 pertaining to matters
covered by this Agreement.
D. Records reports and Audits of CONTRACTOR:
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 other
pertinent records sufficient to reflect properly:
a. All direct and indirect costs of whatever nature
claimed to 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.
RaviseE August 9. 1991 5
2. Preservation of Records. CONTRACTOR shall preserve and
make available its records:
a, until the expiration of three (3) years from the
date of final payment to CONTRACTOR under this
Agreement; or,
b. for such longer period, if any, as may be required
by applicable law; or,
C. 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 (3) years from the date of
any resulting final settlement.
3. Examination of Records' Facilities. At any time during
normal business hours, and as often as may be deemed
necessary, CONTRACTOR agrees that HUD and /or TOWN, and /or
any of their respective authorized representatives shall
until the expiration of:
a, three (3) 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.
CONTRACTOR also agrees that HUD 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 and sub-
contracts, invoices, payrolls, records of
personnel, conditions of employment, materials,
and all other data relating to matters covered by
this Agreement.
6
Nevls*d August 9, 1991
4. Audits:
a. Independent Audits. TOWN may require CONTRACTOR
to perform an independent fiscal audit at least
annually, in conformance with generally accepted
standard accounting principles. Such audits must
identify the funds received and disbursed relating
to this Agreement. The costs for such audits shall
be at CONTRACTOR'S expense, unless otherwise
provided for in this Agreement. Copies of the
completed audits shall be provided to the MANAGER.
b. Town Audits. The TOWN may perform an independent
audit. Such audits may cover programmatic as well
as fiscal matters. CONTRACTOR will be afforded
an opportunity to respond to any audit findings,
and have the responses 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
and /or HUD. 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. MANAGER 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.
E. Contracting and Assignability Reg-uirements:
1. Duties under this Agreement shall not be delegated or
assigned by CONTRACTOR nor shall 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.
RoO.od August 9. 1991 7
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 upon
good cause shown. CONTRACTOR shall terminate such
contract or subcontract within twenty (20) days of
receipt of said notice. CONTRACTOR'S contract or
subcontract shall provide for termination by CONTRACTOR
within twenty (20) days of receipt of said notice from
TOWN. As an alternative to the 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 MANAGER. TOWN
may waive such termination requirement by CONTRACTOR
under terms and conditions acceptable to MANAGER. 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 of each 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.
8
R.vis.d August 9. 1991
3. No subcontractor of CONTRACTOR will be recognized by TOWN
as such rather, all subcontractors ar 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.
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 that as an
independent contractor, CONTRACTOR shall obtain no 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 buy
and between the parties hereto that CONTRACTOR in the
performance of this Agreement, shall 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 out
as the agent or representative of TOWN or act in such
a fashion and would give the impression to a reasonable
person that CONTRACTOR is acting in such a capacity in
such matters. Nothing in this paragraph, however, shall
prevent CONTRACTOR from fully and freely expressing its
views on any matter involving or affecting handicap
accessibility policy in a manner not inconsistent with
the terms hereof.
Revised August 9. 1991 9
G. Comoliance 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
and local laws, ordinances, codes, regulations and
decrees including but not limited to those federal rules
and regulations detailed in EXHIBIT C entitled, "BLACK
GRANT CONDITIONS ", which is attached hereto and
incorporated herein. 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. All 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 manner satisfactory to TOWN, that project
and activities meet the above requirements.
H. Purchasin
1. Title to Property. Title to any personal property used
in the 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 funds shall 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.
b. Personal property and equipment permanently affixed
to buildings owned by CONTRACTOR shall become the
property of CONTRACTOR.
10
FevisaA August 9, 1991
c. All other personal property, supplies and equipment
purchased pursuant to this Agreement and not
consumed shall become property of TOWN.
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 writing by 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 resolution 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 MANAGER.
SECTION 10 MONITORING AND EVALUATION•
TOWN staff shall provide assistance to CONTRACTOR in connection with
the following:
A. Contract Compliance:
1. Conformity of the project with the 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 Services Commission.
3. Review of contract for compliance purposes and evaluating
project based on monthly reports received from
CONTRACTOR.
4. Initiating referrals to the project from concerned
citizens.
Revised August 9, 1991 11
B
C
Revised August 9. 1992
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 reports necessary for
TOWN to monitor, review and evaluate the performance of the
project and its components. 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.
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 the performance goals established in the "SCOPE
OF SERVICES ", such occurrence will be reviewed and addressed
by MANAGER acting for TOWN. Contractors coming under review
of the 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, within the time
specified, any information or documentary evidence required
by TOWN concerning 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 ", the
MANAGER shall have the authority to modify project goals stated
in EXHIBIT B entitled, "SCOPE OF SERVICES ", upon mutual
agreement of the parties, provided such change does not
increase or decrease the goal by more than ten percent (10 %),
12
subject to MANAGER'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 their Agreement with TOWN.
2. Changes of a significant or long -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 consistent
with the original purpose or intent of the project and
will not 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 (10X) from the
original goal, MANAGER shall recommend to the Town Manager
action(s) including, but not limited to, the following:
1. modification of the goal;
2. substantive modification of the purpose of the project
or the types or relative proportions of project services;
3. reduction of the level of project funding;
4. termination of 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 this
Agreement, the 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
Revised August 9, 1991 13
officers at any hearing or meeting called for the purpose of
considering corrective action.
SECTION 11 DISCLOSURE OF CONFIDENTIAL INFORMATION:
TOWN and CONTRACTOR agree to maintain the 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, reports, from public agencies or
counselors, or any other 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 the
contract, including those furnishing services 'under the project through
subcontracts.
SECTION 12 AMENDMENTS
Unless otherwise authorized by this Agreement, 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. Notwithstanding anything contained in this. Agreement to 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 13 -OLD HARMLESS:
CONTRACTOR shall indemnify and sav 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;
C. All suits, actions, claims, causes of action, costs, demands,
judgments, and liens arising out of: (1) CONTRACTOR'S failure
to comply with or carry out any of the provisions of this
Agreement; and (2) CONTRACTOR'S acts or omissions under this
14
Revised August 9. 1991
Agreement including, but not limited to, the adequacy, design,
and condition of the finished product and improvements
described in EXHIBIT B III.
SECTION 14 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 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 15 SUSPENSION OR TERMINATION OF PAYMENT AND WORK OR EXPENDITURES:
MANAGER may without prior notice to CONTRACTOR, at any time in its
absolute discretion, elect to suspend or terminate payment to CONTRACTOR in whole
or in part terminate work or expenditures by CONTRACTOR under this Agreement,
or not 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 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 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;
E. If CONTRACTOR makes improper use of grant funds;
F. If CONTRACTOR fails to return to TOWN by June 30, 1992, all
funds in excess of reimbursable expenditures received from
TOWN pursuant to the previous Agreement between TOWN and
CONTRACTOR;
15
Revised August 9, 1991
G.
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;
H.
If CONTRACTOR submits to TOWN any reports which are incorrect
or incomplete in any material respect.
SECTION 16, 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 H of SECTION 15,
B.
Unearned payment under this Agreement may be suspended or
terminated by MANAGER upon refusal by CONTRACTOR to accept any
additional conditions that may be imposed by HUD or TOWN at
any time, or if the current grant Agreement between TOWN and
HUD is suspended or terminated.
C.
Upon suspension or termination, CONTRACTOR shall:
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 of Property 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 hereinabove, CONTRACTOR shall return all personal
property to which TOWN has title to a place and in a manner
16
9svisod August 9, 1991
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 TOWN has 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 for such return of all personal property to which
TOWN has title to 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 CONTRACTOR to retain such personal
property, in which event title to such personal property shall
vest in CONTRACTOR unless TOWN otherwise directs.
SECTION 17 INTEGRATED DOCUMENT:
This Agreement embodies the 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 no way binding upon TOWN.
SECTION 18 SEVERABILITY OF PROVISIONS•
If any provision of this 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.
17
Revised August 9, 1991
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first hereinabove set forth.
APPROVED AS TO FORM:
By:
Katherine Anderton
Town Attorney
ATTEST:
By:
Marian V. Cosgrove
Town Clerk
APPROVED AS TO CONTENT:
By:
Regina A. Falkner
Community Services Director
C:WP50 \Contrect \H15cho01.'91
Revised August 9, 1991
TOWN OF LOS GATOS
By:
David W. Knapp
Town Manager
LOS GATOS - SARATOGA HIGH SCHOOL DISTRICT
18
By:
Dorothy Diekmann, Director
Business and Operations
17421 Farley Road West
Los Gatos, CA 95030
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) . C: \M950 \C0NTRACT \HiSChoo1.'91
19
A.vise4 Au9ust 9, 1991
I
II
EXHIBIT B.
SCOPE OF SERVICES
LOS GATOS- SARATOGA HIGH SCHOOL DISTRICT
FY 1991 -92
Program Goals and Objectives:
To provide access to the Los Gatos High School for the mobility impaired
by making necessary modifications to the school located at 20 High School
Court, Los Gatos, California.
Services to be Provided:
A. Architectural Drawings. The DISTRICT agrees to hire an architect
who is qualified to draw the plans for this project. TOWN shall have
the right to approve, modify, or reject said plans. Once the
drawings have been finalized and the job is ready to go out to bid,
the TOWN agrees to pay the architect within forty -five (45) calendar
days of approval of the plans and specifications by the TOWN.
B. Bidding. The DISTRICT agrees to put the job out to bid, collect the
bids and award the job to the lowest responsible bidder, pursuant
to School District's bidding procedures. The TOWN reserves the right
to approve or reject the bid if it exceeds the estimate approved at
the time the plans and specifications are approved.
C. Labor Standards. This project is being assisted by the United States
of America and must follow all Federal Labor Standards Provisions;
however, the DISTRICT shall comply with all applicable state laws.
Wherever there is a disagreement between the federal and state
regulations, the more stringent regulations or higher wage scale will
be observed. The DISTRICT agrees to enclose a complete copy of the
Community Development Block Grant Program - Federal Labor Standards
Provisions (HUD 4010) with all bid packets along with a copy of most
recent Federal Wage Decision. The TOWN agrees to contact the San
Francisco Area Office (SFAO) Labor Relations Staff ten days prior
to bid opening if any modifications have been made that would affect
this project. SFAO - Labor Relations should be contacted again prior
to contract award to determine if the wage decision has been
superseded and to verify the eligibility status of the lowest
20
Revised August 9, 1991
responsible bidder. Files should be documented noting date
contractor was verified and the SFAO staff person who provided the
service. (TOWN receives copy of this documentation.)
D. Inspection. The DISTRICT will take all necessary steps to assure
that the TOWN is permitted to examine and inspect the work to confirm
that the work is done in accordance with the plans and specifica-
tions, all contracts, materials, equipment, payrolls and conditions
of employment pertaining to the work, including all relevant data.
An inspector, mutually agreed upon by the DISTRICT and the TOWN,
shall perform an examination and inspection of the work performed
and shall prepare a final report for the TOWN.
III. Activities to be Performed:
A. Install handrails at several locations adjacent to the quadrangle:
1. walkway between the quadrangle and basketball court
2. library ramp and stairs
3. cafeteria entrance
4. hallway adjacent to the foreign language classrooms
5. stairs from quadrangle to the music room
B. Handicap accessibility signage and striping.
C. It is agreed that the above activities shall constitute "services
actually rendered to 'TOWN' for purposes of Section 15 of the
Agreement ".
C: \MP50 \CONTRACT \HISCHOOL.'91
21
Rw1s.d August 9. 1991
EXHIBIT C.
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. The Program will be conducted and administered in compliance with:
1. Title VI of the Civil Rights Act of 1964 (Pub. L. 88 -325, 42
USC 2000d at seq.) and implementing regulations issued at 24
CFR Part I;
2. Title VIII of the Civil Rights Acts of 1968 (Pub. L. 90 -284,
42 USC 3061 et seq.), as amended, and implementing regulations;
3. Section 109 of the Housing and community Development Act of
1974, as amended; and the regulations issued pursuant to
thereto (24 CFR Section 570.601);
4. Section 3 of the Housing and Urban Development Act of 1968,
as amended and implementing regulations at 24 CFR Part 135;
5. Executive Order 11246, as amended by Executive Orders 11375
and 12086 and implementing regulations issued at 41 CFR Chapter
60;
6. Executive Order 11063, as amended by Executive Order 12259 and
implementing regulations at 24 CFR Part 107;
7. Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-
112), as amended and implementing regulations when published
for effect;
8. The Age Discrimination Act of 1975, as amended, (Pub.L. 94-
135) and implementing regulations when published for effect;
9. 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 the
implementing regulations at 24 CFR Part 42;
10. The labor standards requirements as set forth in 24 CFR
5570.605 an-1 HUD regulations issued to implement such
requirement_
22
Revised August 9, 1991
11. Executive Order 11988 relating to the evaluation of flood
hazards and Executive Order 11288 relating to the prevention,
control, and abatement of water pollution;
12. The flood insurance purchase requirements of Section 102(a)
of the Flood Disaster Protection Act of 1973, (Pub. L. 93-
234).
13. The regulations, policies, guidelines and requirements of ONB
Circular Nos. A -102, Revised, A -87, A -110 and A -122 as they
relate to the acceptance and use of Federal funds under 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 respon-
sibilities 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 contracts
or subcontracts shall contain a provision prohibiting 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 -based paint requirements of 24 CFR Part
35 Subpart B issued pursuant to the Lead -Based Paint Poisoning
Prevention Act (42 U.S.C. 4801 et seq).
C: \WP50 \C0NTRACT \N15<h991.•91
23
Revised August 9, 1991
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
24
Revised August 9. 1991
2-
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 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.
25
R.vtaed August 9. 1991
-3-
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 A:VII.
F. VERIFICATION OF COVERAG
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.
C: \MRSO \CONTRACT \HiSchoo1.191
26
Revised August 9, 1991
EXHIBIT E.
2.
PAYMENTS TO CONTRACTOR
1.01 PAYMENTS TO CONTRACTOR. TOWN agrees to pay CONTRACTOR for the
performance of the services, work, and duties, subject to and performed in
connection with this Agreement a sum of money not to exceed Ten Thousand, Five
Hundred, Ninety -nine Dollars ($10,599). Such sum shall be expended and paid by
TOWN to CONTRACTOR during the term of this Agreement on a reimbursement basis
for services actually performed by CONTRACTOR and for eligible costs actually
incurred by and paid by CONTRACTOR pursuant to this Agreement, for the cost
categories appearing in this section, upon receipt by TOWN of a statement or
statements in a form approved by TOWN and specifying in detail the services
performed by and the costs incurred by and paid by CONTRACTOR during the month
for which payment is requested. In no event shall CONTRACTOR overrun the total
budget for any quarter without securing prior written approval from the TOWN.
Payment to CONTRACTOR shall be made according to the schedule below
upon receipt by TOWN of Performance Report described in Section 9 B.1. and Budget
Report described in Section 9 B.2. and all such required statements and
supporting documents, including but not limited to, paid invoices, provided that
TOWN determines that the items on such statements and supporting data for which
payment is requested can properly be paid under this Agreement. In making such
determination, TOWN may rely upon the certification by CONTRACTOR that the items
appearing on said statement and supporting data are eligible items for payment
under this PROGRAM and Agreement, and such determination by TOWN shall in no way
constitute a waiver by TOWN of its right to recover from CONTRACTOR the amount
of any money paid to CONTRACTOR on any item which is not eligible for payment
under the PROGRAM and this Agreement.
QUARTERLY STATEMENT AND PERFORMANCE REPORT DUE PAYMENT DATE
First Quarter (July -Sept) Oct. 15, 1991 Oct. 25, 1991
Second Quarter (Oct -Dec) Jan. 15, 1992 Jan. 31, 1992
Third Quarter (Jan -March April 15, 1992 Apr. 24, 1992
Fourth Quarter (April -June) July 15, 1992 Jul. 31, 1992
27
Revised August 9, 1991
-2-
Personnel: Total eligible payments made to CONTRACTOR'S employees
for time actually worked for all positions listed in EXHIBIT B,
"SCOPE OF SERVICES ".
Su Eligible costs for consumable commodities which have a
useful life of one (1) year or less, or which cost less then Five
Hundred Dollars ($500) and which render services essential to the
operation of the PROGRAM.
Communications: Eligible costs for telephone, telegraph, postage,
and other communication costs which are essential to the operation
6S�T�:I;CiZ�I��
Printing and Advertising: Eligible costs for printing and
duplicating services; newspaper printing by contract; and newspaper
advertising which is essential to the operation of the PROGRAM.
Utilities: Eligible costs incurred for water, gas, electric, garbage
and trash collection, and similar expenses.
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.
Equipment Rental: Eligible costs for rental of equipment defined
as tangible property other than land and buildings, or building
improvements.
Travel (Local): Allowable reimbursement to employees for actual
automobile mileage transportation, and all necessary and ordinary
travel expenses while on official PROGRAM business within the County
of Santa Clara.
Travel (Other): Travel outside of the County of Santa Clara. All
out -of -state travel must be approved by TOWN prior to any expenditure
for such travel. Allowable reimbursement to employees for actual
automobile mileage, transportation, lodging, meals, and all ordinary
and necessary travel expenses while on official PROGRAM business,
as it may from time -to -time be amended. All conferences, seminars,
and similar meetings in which the cost is One Hundred Dollars ($100)
or more per person require prior TOWN approval.
Revised August 9, 1991 28
-3-
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 which the PROGRAM does not have the
capability of performing itself. Contracts or subcontracts in excess
of One Hundred Dollars ($100) require prior approval by TOWN.
Fringe: Eligible payroll related costs of health insurance,
retirement fund contributions, FICA, and other payments made on
behalf of the employee.
Insurance: Eligible costs of insurance and other related services.
Miscellaneous: Eligible costs and payments for any item not in other
cost categories. Any expenditure in this category for an item
costing more than One Hundred Dollars ($100) shall require prior
approval of the TOWN.
Equipment: Eligible payments for the purchase of equipment which
is defined as tangible property having a useful life of more than
one (1) year, the unit cost of which is Five Hundred Dollars ($500)
or more. All equipment purchases require prior TOWN approval.
"Eligible ", as used in this Agreement, means those costs, payments,
and disbursements for activities.
1.102 RECYCLING OF PROGRAM FUNDS. TOWN shall review on a monthly
basis the monthly expenditures if any, for services performed and costs incurred
by CONTRACTOR provided in this Exhibit. If such review reveals that said
expenditures budgeted on a monthly basis in any such month for the PROGRAM as
a whole or any cost category thereof, is below the total amount allocated under
this Agreement for the total PROGRAM or cost category thereof for such month,
TOWN may channel the amount of such underspending, in the case of underspending
in a cost category, into another cost category of the PROGRAM or, in the case
of underspending in the PROGRAM as a whole, to another project. TOWN shall,
before rechanneling, give CONTRACTOR ten (10) days' written notice of its
intention to recycle funds, together with a copy of TOWN'S monthly expenditure
review for the PROGRAM and statement of its reasons for such recycling. TOWN
shall make its final determination with respect to recycling only after CON-
TRACTOR has been given an opportunity to present its views and recommendations
29
Revls*d August 9, 1991
-4-
with respect to such contemplated recycling. In no event, however, shall TOWN
be bound to accept CONTRACTOR'S views or recommendations with respect to such
contemplated recycling. If the expenditures by CONTRACTOR in any month, for the
PROGRAM or any cost category thereof, exceed the total amount allocated to the
PROGRAM or any cost category thereof by this Agreement, TOWN may terminate non-
salary expenditures for the PROGRAM for such period of time as is necessary to
bring expenditures into conformance with this Agreement.
The MANAGER may at the request of CONTRACTOR approve rechanneling
of funds from any cost category or categories to any other cost category or
categories at any time provided that: (1) there is no increase in the total
amount specified in this Agreement, and (2) the goals and objectives set forth
in EXHIBIT B "SCOPE OF SERVICES ", are not negatively affected. Approval by the
MANAGER of such rechanneling of funds must be in writing.
C: \WP50 \C0NTRACT \NISCN L. -91
30
R.O ..d August 9. 1991