1997-101 - Authorize the Town Manager to execute an agreement with the Los Gatos Chamber of Commerce for FY 1997/98RESOLUTION 1997 -101
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS AUTHORIZING
THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH THE
LOS GATOS CHAMBER OF COMMERCE FOR FISCAL YEAR 1997/98 SERVICES
THE TOWN COUNCIL OF THE TOWN OF LOS GATOS RESOLVES AS
FOLLOWS:
That the Town Manager is authorized to execute the Agreement (Exhibit A) with the
Los Gatos Chamber of Commerce, an affiliate of the San Jose Metropolitan Chamber of
Commerce, for FY 1997/98.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 18th day of August, 1997, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Jan Hutchins, Linda Lubeck,
Mayor Joanne Benjamin
NAYES: None.
ABSENT: None.
l
ABSTAIN: None.
SIGNED:
4
YOR OF THE TOWN O OS GATOS
OS GATOS, CALIFORNI
ATTEST:
� Ck�u -tea 1
CLERK OF THE TOWN OF LO ATOS
LOS GATOS, CALIFORNIA
TOWN CLERK
AGR: q,l
COMMUNITY GRANT AGREEMENT BY AND BETWEEN BAH:
THE TOWN LOS GATOS AND RE-q-, ��- '
THE LOS GATOS CHAMBER OF COMMERCE Ralo.
FISCAL YEAR 1997 -98
THIS AGREEMENT, entered into this day of , 1997, by and between
the TOWN OF LOS GATOS, a municipal corporation (hereinafter TOWN), and Town of Los
Gatos Chamber of Commerce, an affiliate of the San Jose Metropolitan Chamber of Commerce,
a nonprofit corporation (hereinafter CONTRACTOR).
WITNESSETH
WHEREAS, TOWN appropriated funds in its Fiscal Year 1997 -98 Budget for allocation
to community service agencies, and;
WHEREAS, TOWN desires to engage CONTRACTOR, and TOWN has appropriated
funds not to exceed $20,000, to be utilized during the time period between July 1, 1997, and June
30, 1998, for the purpose of meeting the goals and objectives outlined in EXHIBIT B, "SCOPE
OF SERVICES" (hereinafter PROGRAM), operating within the TOWN OF LOS GATO from
facilities located at 333 N. Santa Cruz Avenue, Los Gatos.
WHEREAS, CONTRACTOR represents and warrants the truth of all statements contained
in "ASSURANCES" attached as EXHIBIT A and incorporated herein by reference.
NOW, THEREFORE, THE PARTIES AGREE, as follows:
I. RULES AND REGULATIONS. The Town has adopted the Rules and Regulations
Governing Community Grants [hereinafter Rules and Regulations]. The CONTRACTOR
warrants that it has read and understands the amended Rules and Regulations, and agrees
that it shall be bound by those Rules and Regulations in its performance under this
Agreement. In case of any conflict between the terms of this Agreement and the Rules and
Regulations, the terms of this Agreement shall take precedence. The Rules and
Regulations are incorporated herein and attached as Exhibit C.
II. PROGRAM COORDINATION
A. TOWN: The Director of Community Services or his /her designee, shall be the
Chamber Agreement
August 6, 1997
Ewt►1817- "h'
PROGRAM MANAGER and shall render overall supervision of the progress and
performance of this Agreement by TOWN. All services agreed to be performed by
TOWN shall be under the overall direction of the PROGRAM MANAGER.
B. CONTRACTOR: CONTRACTOR shall assign a single PROGRAM DIRECTOR
who shall have overall responsibility for the progress and execution of this
Agreement. Should circumstances or conditions subsequent to the execution of this
Agreement require a substitute PROGRAM DIRECTOR, CONTRACTOR shall
notify TOWN immediately of such occurrence in writing. PROGRAM_ DIRECTOR
and CONTRACTOR staff will fully cooperate with TOWN'S PROGRAM
MANAGER relating to the PROGRAM, areas of concern, and the impact of
PROGRAM on residents of TOWN.
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 Kent Cooper
Community Services Director Chairman of the Board
Town of Los Gatos Los Gatos Chamber of Commerce
Post Office Box 949 333 N. Santa Cruz Avenue
Los Gatos, CA 95031 Los Gatos, CA 95030
III. OBLIGATIONS OF TOWN
A. Contract Compliance:
TOWN staff shall provide assistance to CONTRACTOR in connection with:
1. Obtaining conformity of the PROGRAM with the TOWN's policies and
procedures and all TOWN codes, ordinances, directives and laws.
2. Performance review under the Agreement for compliance purposes and
evaluating PROGRAM based on quarterly reports received from
CONTRACTOR and on -site monitoring.
B. Method of Payment:
1. TOWN shall reimburse CONTRACTOR upon receipt of properly executed
invoice and supporting data according to EXHIBIT B, "SCOPE OF
Chamber Agreement
August 6, 1997 2
SERVICES ", as attached to this Agreement, and the Rules and Regulations.
CONTRACTOR shall attach the corresponding monthly or quarterly report to
the applicable invoice.
2. TOWN may, at any time and in its absolute discretion, elect to suspend or
terminate payment to CONTRACTOR, in whole or in part, under this
Agreement or not to make any particular payment under this Agreement in the
event of unsatisfactory performance or noncompliance with this Agreement.
IV. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
TOWN and CONTRACTOR agree to maintain the confidentiality of any information
regarding applicants for services offered by the PROGRAM pursuant to this Agreement
or their immediate families which may be obtained through application forms, interviews,
tests, or reports, from public agencies, or any other source. Without the written
permission of the applicant or court order, such information shall be divulged only as
necessary for purposes related to the performance or evaluation of the services and work
to be provided pursuant to this Agreement to designated persons having responsibilities
under the contract, including those furnishing services under the PROGRAM through
subcontracts.
V. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS
A. The relationship of CONTRACTOR to TOWN is that of an independent contractor.
CONTRACTOR is responsible for the results of its PROGRAM and compliance
with the terms of this Agreement. CONTRACTOR has full rights to manage its
employees subject to the requirements of the law. All persons employed by
CONTRACTOR in connection with this Agreement shall be employees of
CONTRACTOR and not employees of TOWN in any respect. CONTRACTOR
shall be responsible for all employee benefits, including, but not limited to, statutory
workers' compensation benefits.
B. None of the work or services to be performed hereunder shall be delegated or
subcontracted to third parties without prior written TOWN approval.
Chamber Agreement
August 6, 1997 3
C. No subcontractor of CONTRACTOR will be recognized by TOWN as such. All
subcontractors are deemed to be employees of CONTRACTOR, and
CONTRACTOR agrees to be responsible for their performance and any liabilities
attached to their actions or omissions.
D. This Agreement is based on the unique services of CONTRACTOR. This
Agreement shall not be assigned or transferred without the written consent of the
TOWN. No changes or variations of any kind are authorized without the written
consent of the Town Manager.
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.
Amendments to the terms and conditions of this Agreement shall be requested in writing
by the party desiring such revision, and any such adjustment to this Agreement shall be
determined and effective only upon the mutual Agreement in writing of the parties hereto
unless the Amendments are made by the TOWN as corrective actions under the Rules and
Regulations, in which case they will be adopted as ordered.
This document and the Rules and Regulations represents the entire and integrated
Agreement between the TOWN and the CONTRACTOR, and supersedes all prior
negotiations, representations, and agreements, either written or oral.
I.-JEW: 0IT"I mpIirm
Chamber Agreement
August 6, 1997 4
The terms of this Agreement shall bind, and inure to the benefit of, the parties, their
heirs, successors, and assigns.
IX. 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.
In no event shall any payment by TOWN or any acceptance of payment by
CONTRACTOR hereunder constitute or be construed to be a waiver by TOWN or
CONTRACTOR of any breach of covenants or conditions of this Agreement or any default
which may then exist on the part of TOWN or CONTRACTOR, and the making of any
such payment while any such breach or default shall exist shall in no way impair or
prejudice any right or remedy available to TOWN or CONTRACTOR with respect to such
breach or default.
XI. TERMINATION
A. Termination for Cause
Unearned payments under this Agreement may be suspended or terminated at any
time before the date of completion by TOWN 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.
3. TOWN Council determines the TOWN can no longer fund the monies for the
Agreement.
Chamber Agreement
August 6, 1997 5
i "OI 1e •1 • •1 - I - -1
TOWN or CONTRACTOR may terminate this Agreement in whole or in part when
both parties agree that the continuation of the PROJECT would not produce
beneficial results commensurate with the further expenditure of funds. The two
parties shall agree upon the termination conditions, including the effective date and,
in the case of partial termination, the portion to be terminated.
MMOUN
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.
TOWN is not liable for any CONTRACTOR expenses incurred after the termination or
closing date of the Agreement.
The captions of the various sections, paragraphs, and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for
Chamber Agreement
August 6, 1997 6
resolving questions of the interpretation.
.3 • 4 ' :- - r
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. Sgverability 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.
E. Disputes
In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, as well as reasonable costs, but not to exceed
$5,000.
F. Nondiscrimination
1. Neither the CONTRACTOR nor any of its subcontractors shall discriminate
in the employment of persons because of their race, color, national origin,
sex, age, ancestry, sexual orientation, religion, physical or mental disability,
or marital status, unless based upon a bona fide qualification under the
California Fair Employment and Housing Act.
2. Neither the CONTRACTOR nor any of its subcontractors shall discriminate
in the provision of any services or programs because of race, color, national
origin, sex, age, ancestry, sexual orientation, religion, physical or mental
Chamber Agreement
August 6, 1997 7
disability, or marital status, unless based upon a bona fide qualification under
the California Fair Employment and Housing Act.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first hereinabove set forth.
LOS GATOS CHAMBER OF
COMMERCE, by:
Kent Cooper
Chairman of the Board
APPROVED AS TO FORM:
Orry P. Korb, Town Attorney
Town of Los Gatos
ATTESTED TO:
Marian V. Cosgrove, Town Clerk
Town of Los Gatos
Attachments: Exhibit A - Assurances
Exhibit B - Scope of Services
Exhibit C - Rules and Regulations
csd22: A: TontractThamber. Agr
TOWN OF LOS GATOS,
by:
David W. Knapp, Town Manager
APPROVED AS TO CONTENT:
Regina Falkner
Community Services Director
Town of Los Gatos
Chamber Agreement
August 6, 1997 8
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. It will not exclude 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).
Chamber Agreement - Exhibit A
August 6, 1997
EXHIBIT B
EXHIBIT B - SCOPE OF SERVICES
The Chamber will provide the following services at an office open to the public in Los Gatos:
1. Answer requests for general information about the Town of Los Gatos and the
community in such areas as services available, who to contact for services, community events,
recreational opportunities, retail shopping and dining opportunities, lodging and conference
facilities, local schools, maps and directions to and within Los Gatos, and other general
information questions. The Chamber shall provide this information without regard to an
individual's or business' status as a Chamber member or non - member.
The Town will compensate the Chamber at the rate of eight (8) dollars for each hour that the
office is open, up to 30 hours each week. The maximum annual amount that the Town will
compensate the Chamber for this service is $12,000 per year. The Town shall reimburse the
Chamber on a quarterly basis after receiving a report from the Chamber indicating the number
of hours of service provided during the prior quarter. The Chamber will provide the Town
information on the number and type of informational requests handled by the Chamber. The
reimbursement will occur within 30 working days after receiving an invoice from the Chamber.
The first quarter shall begin on October, 1997.
2. Develop, produce, and distribute up to three different informational brochures about Los
Gatos. The Chamber shall produce 1000 copies of each brochure each year. Each brochure shall
be on glossy "brochure quality" paper which is at least 8.5 inches by 11 inches with information
on both sides. Each brochure shall include a minimum of three professional quality photographs
relevant to the topic.
The categories for these brochures shall be:
A. General Community Brochure - this brochure is to include a general overview of Los
Gatos, a regional location map and directions, and a general description of the things to do, see,
and enjoy in Los Gatos.
B. Dining and Shopping Guide to Los Gatos - this brochure is to include general
information about dining and shopping opportunities in Los Gatos. Rather than listing specific
businesses, the brochure will describe the common types of opportunities in this category and
include a regional location map and directions.
Chamber Agreement - Exhibit B
August 6, 1997
C. Lodging /Conference /Recreation - this brochure is to include general information about
lodging and conference facilities available in Los Gatos. It is also to include general information
about the community including recreational opportunities such as the Los Gatos bikeways and
trails, park areas, and open space hiking opportunities. It should also include a regional location
map and directions.
The Town will provide $1500 for each catagory of brochure upon its completion within 30
working days of receiving an invoice from the Chamber. Each brochure catagory is an
independent task, and the Chamber can be reimbursed for one, two, or all three brochure
catagories. The Chamber will consult with the Town on each brochure catagory prior to
development, and the Town will have final "check off' approval prior to production. Each
brochure shall acknowledge that funding, at least in part, was provided by the Town of Los Gatos.
It is anticipated that the Chamber may provide supplemental funding to finance each brochure
either from general Chamber revenues or from private contributions. Private contributors
providing cash or "in kind" services equal to or exceeding the Town's contribution for the
brochure may receive an acknowledgement in the same manner as the Town on the brochure. The
Chamber may place the logo of the Los Gatos Chamber of Commerce on the brochures.
3. Acquire 1,166 street maps of Los Gatos and distribute the maps upon request by the
public. The Town will provide $3,500 to the Chamber for this service.
Description
Number*
Maximum Payment*
1. Office Hours.($8 /hr)
1,500 hours
$12,000
2. Brochures
A. General Community Brochure
1,000 copies
$1,500
B. Dining & Shopping Guide
1,000 copies
$1,500
C. Lodging /Conference /Recreation
1,000 copies
$1,500
3. Maps
1,166 maps
$3,500
* Annual goals and payments unless otherwise indicated.
Chamber Agreement - Exhibit B
August 6, 1997 2
II.
EXHIBIT C
RULES AND REGULATIONS GOVERNING
COMMUNITY GRANTS
PURPOSES AND APPLICATION. The following rules and regulations shall apply to all community grants
made by the Town of Los Gatos and shall be incorporated by reference into the Community Grant
Agreements between the Town and the recipient organizations. These Rules and Regulations are intended
to provide a consistent system of evaluating the use of Town funds to deliver services and to. ensure that the
organizations receiving those funds know what is expected of them and are accountable for the funds and the
services.
A. Contractor. As used in these Rules and Regulations, "Contractor" means the recipient of the Town
community grant that is to deliver services under the terms of the grant.
B. Program. As used in these Rules and Regulations, "Program" means the services to be provided
by the Contractor as designated in the terms of the grant.
C. Program Manaeer. As used in these Rules and Regulations, "Program Manager" means the person
designated by the Town to be the principal liaison between the Town and the Contractor regarding
the Program.
III. ORGANIZATION AND CONDUCT OF CONTRACTOR.
A. Contractor's Board of Directors shall include representation from the broadest possible cross section
of the community including: those with expertise and interest in the Contractor's services,
representatives from community organizations interested in the Contractor's services, and users of
the Contractor's services.
B. No member of the Board of Directors or the Director's family may be a paid employee, agent, or
subcontractor of Contractor.
C. Meetings of Contractor's Board of Directors, except meetings, or portions thereof, dealing with
personnel or litigation matters, shall be open to the public.
D. Contractor shall keep minutes, approved by the Board of Directors, of all regular and special
meetings.
E. Contractor shall encourage public participation in planning and implementing services under the
grant agreement with the Town.
August 7, 1997 1
IV. DOCUMENTS TO BE PROVIDED BY CONTRACTOR.
A. Within 15 days of execution of the underlying grant agreement with the Town, Contractor shall
deliver the following to the Program Manager:
1. The Articles of Incorporation under the laws of the State of California.
2. Current Bylaws.
3. Verification and documentation of Internal Revenue Service nonprofit status under Title
26, Section 501(c) of the Federal Code.
4. Names and addresses of current Board of Directors.
5. An organizational chart and staffing profile.
6. If the Contractor employs more than fifteen (15) employees, the personnel policies and
procedures including an Affirmative Action Plan.
7. A copy of any lease agreement by the Contractor then in effect.
Contractor shall report in writing any changes within five days of the effective date.
B. Within ten (10) calendar days of the end of the last reporting period of the grant agreement,
Contractor shall:
File reports (on forms approved by Town) with the Program Manager on the type and
number of services rendered to beneficiaries through the operation of the Program. Such
reports shall evaluate the manner in which the program is achieving its objectives and goals
according to standards established by Town during the immediately preceding time period.
2. Submit to the Program Manager (on the Town - approved form) Contractor's request for
reimbursement and supporting documentation on a quarterly basis according to the Budget
contained in the grant agreement (see Section IV, B, 1. below).
A. Contractor shall:
Provide services in accordance with the "Scope of Services" defined in the grant
agreement.
2. Coordinate its services with existing organizations providing similar service in order to
foster community cooperation and to avoid unnecessary duplication of services.
3. Seek out and apply for other sources of revenue in support of its operation or services from
county, state, federal and private sources and inform the Program Manager in its quarterly
report immediately following any such award.
August 7, 1997 2
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."
9111111921, �il M• • • •;
A. Contractor shall:
Appoint and submit the name of a fiscal agent who shall be responsible for the financial
and accounting activities of the Contractor, including the receipt and disbursement of
Contractor funds.
2. Appoint a Treasurer from its Board, who shall review and by signature approve all
receipts, disbursements, and bank account balances no less than monthly.
3. Establish and maintain a system of accounts that shall be in conformance with generally
accepted principles of accounting for budgeted funds. This system of accounts shall be
subject to review and approval of Town.
4. Document all costs by maintaining complete and accurate records of all financial
transactions, including, but not limited to, contracts, invoices, time cards, cash receipts,
vouchers, cancelled checks, bank statements and/or other official documentation evidencing
in proper detail the nature and propriety of all charges.
5. Submit financial analysis at least every year in accordance with the criteria and standards
contained in Exhibit A to these Rules and Regulations.
6. Repay any disallowed costs. Disallowed costs may be identified through audits,
monitoring, or other sources. Contractor shall be afforded the opportunity to respond to
any adverse findings which may lead to disallowed costs. The Town shall make the final
determination of disallowed costs, consistent with the principles contained in OMB circular
A -122, Cost Principles for Nonprofit Organizations:
7. Contractor shall, at its sole cost and expense, obtain and maintain in full force and effect
throughout the term of the grant agreement with the Town, insurance as set forth in Exhibit
B.
VI. PRESERVATION OF RECORDS.
A. Contractor shall preserve and make available its records:
1. Until the expiration of three years from the date of the submission of the final expenditure
report or, for grants that are renewed annually, from the date of the submission of the
annual financial status report; or
2. For such longer period, if any, as is required by applicable law; or
August 7, 1997 3
3. If the grant agreement is completely or partially terminated, the records relating to the
work terminated shall be preserved and made available for a period of three years from the
date of any resulting final settlement.
VII. EXAMINATION OF RECORDS, FACILITIES. At any time during normal business hours and as often
as may be deemed necessary, Contractor agrees that Town, and/or any duly authorized representatives shall,
until expiration of (a) three years after final payment under the underlying grant agreement, or (b) such
longer period as may be prescribed, have access to and the right to examine its plants, offices and facilities
engaged in performance of the grant agreement and all its records with respect to all matters covered by the
grant agreement, excepting those falling within the attomey- 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.
Contractor also agrees that the Town, or any duly authorized representatives, have the right to audit, examine
and make excerpts or transcripts of and from, such records, and to make audits of all contracts and
subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data
relating to matters affecting the Program.
VIII. TOWN AUDITS. The Town may require an independent audit. Such audits may cover program compliance
as well as fiscal matters. Contractor will be notified in advance that an audit will be conducted, and the
Contractor shall fully cooperate with the auditors. Contractor will be afforded an opportunity to respond to
any audit findings, and have the responses included in the final audit report. Cost of such audits will be
home by the Town.
IX. P R HA IN .
A. Title to Personal orooerty: Title to any personal property used in performance of the services and
work specified in the grant agreement shall be as follows:
1. Personal property donated shall become the property of Contractor or person specified by
the donor; otherwise the same shall become property of Town except for property and
equipment described in subparagraph (2) below.
2. Personal property and equipment permanently affixed to buildings owned by Contractor
shall become property of Contractor.
X. MONITORING AND EVALUATION OF SERVICES
A. Evaluation of Program Performance. Evaluation of Program performance shall be the mutual
responsibility of both Contractor and Town. Contractor shall furnish all data, records, information
August 7, 1997
and reports necessary for Program Manager to monitor, review and evaluate performance of
Contractor with respect to the Program and its components. The results of Contractor's
performance will be recorded on a Town - approved monitoring and evaluation form. Town shall
have the right to request the services of an outside agent to assist in any such evaluation. Such
outside services shall be paid for by Town.
B. Unsatisfactory Performance. Contractor shall be considered to be performing in an unsatisfactory
manner if the Program Manager determines that the Contractor is providing client services below
an established minimum standard or level as stated in the "Scope of Services" established in the
grant agreement with the Town. A Contractor determined to be performing unsatisfactorily will
be notified and shall have the opportunity to provide any relevant information to the Program
Manager prior to any corrective action being taken by the Town.
C. Upon receipt by Town of any information that evidences a failure or deficiency by Contractor to
comply with any provision of these Rules and Regulations or the grant agreement, the Town may
require corrective action to enforce compliance with such provision. Corrective action, up to and
including termination of the grant agreement, may be taken if any of the following, as examples
only, occur:
1. If Contractor (with or without knowledge) has made any material misrepresentation of any
nature with respect to any information or data furnished to Town in connection with the
Program.
2. If there is pending litigation with respect to the performance by Contractor of any of its
duties or obligations under the grant agreement that may materially jeopardize or adversely
affect the undertaking of or the carrying out of the Program.
3. If Contractor shall have taken any action pertaining to the Program which requires Town
approval without first having obtained such approval.
4. If Contractor is in default under any provision of the grant agreement.
5. If Contractor makes improper use of grant funds.
6. If Contractor fails to comply with any of the terms and conditions of the grant agreement
or these Rules and Regulations as to constitute material breach thereof.
7. If Contractor submits to Town any reports that are incorrect or incomplete in any material
respect.
D. Corrective Action. In reviewing whether performance of the Program has met the level or standard
established in the grant agreement, the Town shall have the right to require the presence of
Contractor or its representative at any hearing or meeting called for the purpose of considering
August 7, 1997 5
corrective action within seven (7) working days of receiving such notice. Contractor will have an
opportunity to participate in corrective action deliberations, but the ultimate determination of action
to be taken shall be solely the Town's. Town shall forward to Contractor a set of specific corrective
action recommendations relative to unsatisfactory Program performance and /or noncompliance and
a timetable for implementing the specified corrective action recommendations; such timetable shall
allow Contractor not less than seven (7) working days to comply with the specified corrective action
recommendations. Following implementation of the corrective actions, Contractor shall forward
to Town, within ten (10) working days any documentary evidence required by Town to verify that
the corrective actions have been taken. In the event Contractor does not implement the corrective
action recommendations in accordance with the corrective action timetable, Town may suspend
payments hereunder and/or provide notice of intent to terminate this contract. However, should the
Town determine that illegal activity or misuse of Town funds may have occurred, the Program
Manager may immediately suspend payments until the Program Manager is satisfied that no illegal
activity or misuse has occurred or the processes for corrective action described above have been
resolved.
If disposition instructions from Town require sale of property, Contractor must compensate
Town the amount computed by applying Town's percent of participation in the cost of the
Program to the proceeds from sale after deducting actual and reasonable selling and fix -up
expenses, if any, from the sale proceeds.
2. If Contractor is directed to transfer title of property to Town, Contractor shall be entitled
to compensation computed by applying the Town's percentage of participation in the cost
of the Program to the current fair market value of the property.
Other Income. All other Program income earned during the grant period shall be retained by the
Contractor and shall be added to funds committed to Program by the Town and used to further
eligible Program activities and to finance, upon Town's approval, the non - federal share of Program
or, deducted from the total project costs for the purpose of determining the net costs on which the
Town's share of costs will be based.
XII. REALLOCATION OF FUNDS. Town may reallocate the amount of underspending in the Program as a
whole, to another project. Town shall, before reallocation, give Contractor ten (10) working days written
notice of its intention to reallocate funds, together with a copy of Town's expenditure review for the Program
and statements of its reasons for such reallocation. Town shall make its final determination with respect to
August 7, 1997
reallocation only after Contractor has been given an opportunity to present its views and recommendations
with respect to such contemplated reallocation. In no event, however, shall Town be bound to accept
Contractor's views or recommendations with respect to such contemplated reallocation.
CSD22:A:\GRANPRUL
August 7, 1997
EXHIBIT A
FINANCIAL ANALYSIS REQUIREMENTS FOR CONTRACTORS
A. Types of Financial Analyses
1. Contractor Internal - Revenue and Expenditures: A statement of revenue and expenditures only,
certified be the Contractor's Board of Directors.
2. Contractor Internal - Financial Statements: A set of fmancial statements, prepared in conformity
with generally accepted accounting principles, and certified by the Contractor's Board of Directors.
(Includes balance sheet and statement of revenue and expenditures. A statement of cash flow is
desirable, but not required.)
3. Accountant's Report: Compiled or reviewed statements, prepared by a certified public accountant,
in conformity with generally accepted accounting principles. Footnote discloses may be omitted at
the discretion of the program manager.
4. Audit: Audited statements, prepared by a certified public accountant. Copies of all management
letters must also be provided.
B. Requirements
1. The type of financial analysis required of the Contractor will depend on the amount of Town funds
allocated to the Contractor and the size of the Contractor's annual budget:
a. For a Contractor receiving $5,000 or less of Town Funds: a Contractor Internal - Revenue
and Expenditures.
b. For a Contractor receiving over $5,000 in Town Funds, or a Contractor receiving over
$10,000 in Town funds but with an annual budget of less than $100,000: a Contractor
Internal - Financial Statements.
C. For a Contractor receiving over $10,000 in Town funds and with an annual budget of
$100,000 or more, or a Contractor receiving over $20,000 in Town funds but with an
annual budget under $200,000: an Accountant's Report.
d. For a Contractor receiving more than $30,000 in Town funds and with an annual budget
of more than $400,000: an Audit.
2. If the Program Manager determines that a higher level of financial analysis is necessary than
provided above, the Program Manager may require a higher level of analysis as a corrective action
under the Rules and Regulations.
CSO22: A: \COWT MGRAWROL
August 7, 1997
EXHIBIT B
INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons
or damages to property which may arise from or in connection with the performance of the Program by the
Contractor, its agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by
the Contractor.
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
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:
I. 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.
21011994"4110 1F:&V2rL1 DA&TZI 11 sum
Any deductibles or self - insured retentions must be declared to and approved by the Town. At the option of
the Town, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects
the Town its officers, officials, employees and volunteers; or the Contractor shall procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
August 7, 1997
D. OTHER INSURANCE PROVISIONS
The policies are to contain, or be endorsed to contain, the following provisions:
General Liability and Automobile Liability Coverages
a. The Town, its officers, officials, employees and volunteers are to be covered as insureds
as respects: liability arising out of activities performed by or on behalf of the Contractor,
products and completed operations of the Contractor, premises owned, occupied or used
by the Contractor, or automobiles owned, leased, hired or borrowed by the Contractor.
The coverage shall contain no special limitations on the scope of protection afforded to the
Town, its officers, officials, employees or volunteers.
b. The Contractor's insurance coverage shall be primary insurance as respects the Town, its
officers, officials, employees and volunteers. Any insurance or self - insurance maintained
by the Town, its officers, officials, employees or volunteers shall be excess of the
Contractor's insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Town, its officers, officials, employees or volunteers.
d. The Contractor's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability coverage
The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials,
employees and volunteers for losses arising from work performed by the contractor for the Town.
3. All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
suspended, voided, cancelled by either parry, 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 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.
August 7, 1997 2
. ..
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.
CSD22:A:\CONTR GMWRUL
August 7, 1997
EXHIBIT C
PAYMENTS TO CONTRACTOR
I. GENERAL. TOWN agrees to pay CONTRACTOR for the performance of the services, work, and duties,
subject to and performed in connection with the Grant Agreement a sum of money not to exceed $20,000.
These payments are made on a reimbursement basis for services actually performed by CONTRACTOR.
II. TOWN REVIEW. Payment to the CONTRACTOR shall be made upon receipt by TOWN of the monthly
or quarterly reports required by the Grant Agreement and the Rules and Regulations, and any required
documentation.
III. TRANSFER OF PROGRAM FUNDS. On a quarterly basis, TOWN will review CONTRACTOR's
quarterly expenditures, if any, for services performed and costs incurred by CONTRACTOR. If the review
reveals that the budgeted expenditures for the PROGRAM in any quarter as a whole or by any cost category
are below the amount allocated under the Grant Agreement, the TOWN may transfer the amount of that
underspending into another cost category of the PROGRAM. Before making such a transfer, the TOWN
shall follow the same process provided in the Rules and Regulations for a reallocation of funds. If the
expenditures in any quarter by the CONTRACTOR exceed the amount allocated to the PROGRAM or any
cost category, the TOWN may terminate non -salary expenditures for the PROGRAM until the expenditures
are brought into conformance with the Grant Agreement. At the request of the CONTRACTOR, the
PROGRAM MANAGER may approve transfer of funds from one cost category to another cost category if:
1) there is no increase in the total amount specified in the Grant Agreement, and 2) the goals and objectives
set forth in the "Scope of Services" of the Grant Agreement will not be negatively affected. Any such
approval shall be in writing before being effective.
CSD22:A NCONTR MGRANTRDL
August 7, 1997