1993-097-Authorizing The Town Manager To Execute Agreements With FY 1993-94 Nonprofit GranteesRESOLUTION 1993 -97
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE
AGREEMENTS WITH FY 1993 -94 NONPROFIT GRANTEES
WHEREAS, TOWN has appropriated funds for allocation to various nonprofit
public service agencies which provide services to Town of Los Gatos residents as shown in
Exhibit A; and,
WHEREAS, TOWN desires to engage CONTRACTORS who are allocated
a portion of TOWN'S funds, to be used during the 1993 -94 Fiscal Year; and,
WHEREAS, the standard form Community Development Block Grant
Agreement is attached as Exhibit B and the standard form Community Grant Agreement
is attached as Exhibit C;
NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF LOS
GATOS DOES HEREBY RESOLVE AS FOLLOWS:
1. Authorize the Town Manager to execute Council approved standard form
Community Development Block Grant agreement amendments, with the
following:
Catholic Charities of Santa Clara County Ombudsman Program
Live Oak Adult Day Care Services, Inc.
San Jose State University Foundation, The Health Place
Second Harvest Food Bank of Santa Clara & San Mateo Counties,
Operation Brown Bag
CS DOS: A: \RESOS \CS070693.R97
2. Authorize the Town Manager to execute Council approved standard form
Community Grant agreement amendments with the following:
County of Santa Clara Nutrition Program
The Teen Counseling Center
Art Docents of Los Gatos
Los Gatos Museum Association
San Jose State University Foundation, The Health Place
3. Authorize the Town Manager to execute Council approved standard form
letters of agreement with the following:
Business Improvement District
Los Gatos Chamber Orchestra
The Photographic Guild of Los Gatos
Young Audiences, Inc. of San Jose
Youth Science Institute
4. Authorize the Town Manager to execute 1) a Council approved standard form
Community Development Block Grant Agreement with Emergency Housing
Consortium, and 2) a Council approved standard form Community Grant
Agreement with Family Services Association of Santa Clara Valley and the
Transit Assist Joint Powers Agency.
5. Authorize the Town Manager to execute future amendments of the
agreements regarding Scope of Services and budgets in accordance with the
Council approved Town Operating Budget.
CSDO8 * \RES0S \CS070693.R97 2
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos, California, held on the Vth day of July, 1993, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck
Mayor Joanne Benjamin
NAYES: None.
ABSENT: Patrick O'Laughlin
ABSTAIN: None.
SIGNED:
A R OF THE TO OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF L4S GATOS
LOS GATOS, CALiFORNIA
COMA: \RESOS \CS070693. R97 3
COMMUNITY GRANT FUNDING - FY 1993 -94
HUMAN SERVICES
NONPROF3.XL5 EXHIBIT A
TABLE 1
ARTS /CULTURAL /EDUCATIONAL
TABLE 2
COMMUNITY SERVICES
RECOMMEND
COUNCIL
COM. RECOMMENDATION
1993-94
1993 -94
ACTION
1993 -94
1993 -1994 Commun.
Com.Grnt.
1993 -94
1992 -93
Funding
Grant
Revised
CDBG
1993 -94
Allocation
Request
Recomm.
Recomm.
Grant
Total
1993 -94
Revised
Commun.
Total
COUNCILACTION
Los Gatos Chamber Orchestra
$4,030
1992 -93
CDBG
Funding
Grant
1993 -94
1993 -94
1993 -94
Total
$20,250
Allocation
Allocation
Recomm.
Recomm.
Recomm.
CDBG
Com.Grnt.
1993 -94
Catholic Charities
$9,000
$9,000
$8,860
$0
$8,860
$9,000
$12,000
$9,000
Ombudsman Prgm:
$0
Villa Montalvo Center for the An
$0
$2,000
$1,000
$0
$0
Young Audiences
CSC Needs Assess.
$1,650
$1,000
$750
$1,480
$1,480
$6,000,
$1,480
$1,480
Friends of Reading
N/A
$0
$0
$0
$0
$0
$0
$0
Live Oak Adult Svcs.
$21,000
$21,000
$20,670
$20,670
$21,000
$21,000
Place for Teens
$1,000
$0
$0
$2,000
$2,000
$0
$0
SJSU /Health Place
$15,110
$7,550
$8,080
$5,700
$13,780
$7,550
$5,700
$13,250
Santa Clara County
$33,470
$27,690
$27,690
$27,690
$27,690
Nutrition Program
S.C.Co. Trans. Agcy.
$0
$0
$0
$0
$0
$0
Second Harvest
$4, 200
$4,200
$4,140
$4,140
$4,200
$4,200
Food Bank
Sr. Coord. Council
$25,200
$11,820
$11,820
$11,820
$11,820
Teen Couns. Center
$33, 320
$32,800
$32,800
$32,800
$32,800
Transit Assist
$5,650
$5,560
$5,560
$5,560
$5,560
TOTAL
$147,950
$41,750
$41,750
$87,050
$128,800
$41,750
$85,050
$126,800
ARTS /CULTURAL /EDUCATIONAL
TABLE 2
NONPROF3.XLS -D #1
ARTS COMMIS.
RECOMMEND
COUNCIL
1993-94
1993 -94
ACTION
Total
1993 -1994 Commun.
Com.Grnt.
1993 -94
1992 -93
Funding
Grant
Revised
Commun.
Allocation
Request
Recomm.
Recomm.
Grant
Art Docents
$11,520
$12,000
$9,600
$6,000
$6,000
Los Gatos Chamber Orchestra
$4,030
$8,000
$4,000
$2,000
$2,000
Los Gatos Museum Assoc.
$35,500
$35,500
$35,000
$20,250
$20,250
Photographic Guild of L.G.
$510
$504
$500
$300
$300
San Jose Symphony
$5,500
$5,500
$1,700
$0
$0
Silicon Valley Arts Fund
$0
$12,000
$1,000
$0
$0
Villa Montalvo Center for the An
$0
$2,000
$1,000
$0
$0
Young Audiences
$1,650
$1,650
$1,000
$750
$750
Youth Science Institute
$6,000,
$6,000
$6,000
$1,940
$1,940
TOTAL
$64,710
$83,154
$59,800
$31,240
$31,240
6/22/93 1:07 PM
Page 1
NONPROF3.XLS -D #1
CDBG FUNDING - FY 1993 -94
CATEGORY I:
Public Services
CATEGORY II:
HOUSING & OTHER
Affordable Housing
Hous.Conser.Prgm.
Rehab. Pro).Sup.
Loans
Food Bank
Distribution Center
Economic & Social
Opportunities, Inc.
Emergency Housing
Consortium
CDBG Admin.
NONPROF3.XLS
TABLE 3
$45, 000
$45,000
$45,000
Total
$45,000
1993 -94
1993 -94
1993 -94
1992 -93 1992 -93 Total
Total
CDBG
CDBG
CDBG Com.Grnt.1992 -93
Funding
CSC
COUNCIL
Allocation Allocation Allocation
Request
Recomm.
ACTION
$40,000 $40,000
$113,050
$41,750
$41,750
$45, 000
$45,000
$45,000
$45,000
$45,000
$70,462
$70,462
$85,892
$85,890
$85,890
$1,920
$1,920
$0
$0
$0
$5,000
$5,000
$20,000
$0
$0
$0
* *$1,920 $1,920
$6,500
$2,000
$2,000
$15,000 $15,000 $15,000 $15,000 $15,000
TOTAL $177,382 $0 $179,302 $285,442 $189,640 $189,640
* Public Service funds are reflected in the Community Grant Program
* *Funded from Reserve for Economic Uncertainty
6/22/93 1:07 PM Page 2 NONPROF3.XLS -D #1
EXHIBIT B
AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS
AND
NINETEENTH (19) 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 , 1993, by and between the
TOWN OF LOS GATOS, a municipal corporation of the State of California (hereinafter referred to as
"TOWN', and the a nonprofit corporation, (hereinafter referred
to as "CONTRACTOR').
THE PARTIES HEREBY AGREE AS FOLLOWS:
SECTION 1. RECITALS:
TOWN has received Community Development Block Grant funds from the Department of Housing
and Urban Development (hereinafter "HUD's 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, 1993, to June 30, 1994, inclusive.
SECTION 3 SCOPE OF SERVICES AND ASSURANCES:
CONTRACTOR shall perform those services as speed 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
according to the schedule set out in EXHIBIT E entitled, "PAYMENTS TO CONTRACTOR ",
which is attached hereto and incorporated herein.
SECTION 5 CFNFRAL BLOCK GRANT CONDITION
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 F 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.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
$ECTION 7 INSURANCE AND BONDIN
CONTRACTOR shall certify insurability subject to TOWN approval as speed in EXHIBIT D
entitled, "INSURANCE AND BONDING ", which is attached hereto and incorporated herein. TOWN'S Attorney
may, at his /her discretion, waive any or all insurance requirements in EXHIBIT D, but only in writing on
request.
-5ECTION 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. NOTICES: All notices or other correspondence required or contemplated by this Agreement shall
be sent to TOWN at the following address:
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. The Articles of Incorporation under the laws of the State of California;
b. Current bylaws;
C. Verification and documentation of Internal Revenue Service nonprofit status under
Title 26, Section 501(c) of the Federal Code:
d. Names and addresses of current Board of Directors;
e. Personnel policies and procedures including Affirmative Action Plan if staff exceeds
fifteen (15) employees;
f. An organizational chart and staffing profile.
Contractor shall report in writing any changes within five (5) days of the effective date.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 2
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.
6. CONTRACTOR shall encourage public participation in planning and implementing services
under this Agreement.
B. Program Performance of CONTRACTOR:
CONTRACTOR shall:
1. File quarterly narrative reports with the TOWN on the types and numbers of services
rendered to beneficiaries through the operation of the project, which reports shall evaluate
the manner in which the project is achieving its goals according to standards established by
TOWN. The reports shall be due 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:
Revised August % 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 3
1. Appoint and submit to TOWN, the name of a fiscal agent who shall be responsible for the
financial and accounting activities of the CONTRACTOR, including the receipt and
disbursement of CONTRACTOR funds.
2. Establish and maintain a system of accounts that shall be in conformance with generally
accepted principles of accounting for budgeted funds. Such system of accounts shall be
subject to review and approval of TOWN.
3. Document all costs by maintaining complete and accurate records of all 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.
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
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 4
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.
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 Cow 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 Acsi ability Requirements;
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.
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
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 5
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.
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 by 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
policy in a manner not inconsistent with the terms hereof.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 26, 1993 6
G. Compliance With Laws:
1. CONTRACTOR shall become familiar and comply and cause all its subcontractors and
employees, if any, to become familiar and comply with all applicable federal, state and local
laws, ordinances, codes, regulations and decrees including but not limited to those federal
rules and regulations detailed in EXHIBIT F entitled, "GENERAL BLOCK 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. Purchasing:
1. Title to ProMrrty. 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 speed 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.
C. All other personal property, supplies and equipment purchased pursuant to this
Agreement and not consumed shall become property of TOWN. However, TOWN
may decline to take title to any or all such items at its sole discretion.
2. Non - Expendable Property. Non - expendable property purchased by CONTRACTOR with
funds provided by TOWN, with a purchase price in excess of Five Hundred Dollars ($500),
must be approved in advance in 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. P�IIChase 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.
Revised August 9; 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 7
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.
B. Monitoring and Evaluation of Services-
Evaluation of the project performance shall be the responsibility of TOWN. CONTRACTOR shall
furnish all data, statements, records, information, and 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.
C. Unsatisfactory Performance
CONTRACTOR shall be considered to be performing in an unsatisfactory manner if shown to be
providing one or more services below established goals as stated in EXHIBIT B entitled, "SCOPE
OF SERVICES ". Should the project fail to meet one or more of 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 %), 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.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 8
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 (10 %) 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 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.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 9
SECTION 13 HOLD HARMLESS,
CONTRACTOR shall indemnify and save TOWN, its officers, employees and elected officials,
boards, and commissions, harmless with respect to any damages arising from:
A. Any noncompliance by CONTRACTOR with laws, ordinances, codes, regulations, and decrees;
B. Any torts committed by CONTRACTOR in performing, or failing to perform, any of the work or
services embraced by this Agreement;
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 Agreement including, but not limited to,
the adequacy, design, and condition of the finished product and improvements described in
EXHIBIT B III.
SECTION 14, NONDISCRIMINATION
Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the employment
of persons because of their race, color, national origin, sex, age, ancestry, sexual orientation, religion, physical
or mental disability, or marital status, unless based upon a bona fide qualification under the California Fair
Employment and Housing Act.
Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the provision of
any services or PROGRAMS because of race, color, national origin, sex, age, ancestry, sexual orientation,
religion, physical or mental disability, or marital status, unless based upon a bona fide qualification under the
California Fair Employment and Housing Act.
SECTION 15, 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 16 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;
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 10
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 September 30, 1993, all funds in excess of
reimbursable expenditures received from TOWN pursuant to the previous Agreement between
TOWN and CONTRACTOR;
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 17, 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 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
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 11
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 18, 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 19 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
hereinabove set forth.
APPROVED AS TO FORM:
Larry Anderson
Town Attorney
ATTEST:
Marian V. Cosgrove, Town Clerk
APPROVED AS TO CONTENT:
Regina A. Falkner
Community Services Director
CSD14:A: \CCNTRACT\CDBGAGRE.93
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 12
TOWN OF LOS GATOS:
David W. Knapp
Town Manager
CONTRACTOR
Name
Address
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
(coded 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).
CSD14 * \C0NTRACT\CDBGEX93
EXHIBIT B
SCOPE OF SERVICES
FISCAL YEAR 1993 -94
AGENCY:
I. PROGRAM GOALS AND OBJECTIVES•
II. CLIENTS
A. Total number of unduplicated Los Gatos residents to participate in
program:
B. Demographic Reports
Demographic data regarding clients served, income, sex, race, age,
and handicapped status shall be submitted quarterly.
Community Development Block Grant
Page 1 of 2 CSD13: A: \CONTRACT \ \CDBGE %.93
EXHIBIT B
SCOPE OF SERVICES
FISCAL YEAR 1993 -94
III. DIRECT SERVICES TO BE PROVIDED TO LOS GATOS RESIDENTS:
A.
IM
C.
"M
E.
IV. INDIRECT SERVICES TO BE
PROVIDED TO LOS GATOS
RESIDENTS
A.
!M
C.
Community Development Block Grant
Quarterly Services Goals
1st 2nd 3rd 4th Annual Totals
Page 2 of 2 CSD14:A: \CONTRACT \CDBGEX.93
PROGRAM BUDGET
SOURCE
INCOME
EXHIBIT C.
BUDGET
1.
TOTAL ALLOCATION
ORGANIZATION OF FUNDS
ACTUAL PROGRAM BUDGET (IN DOLLARS)
1992 -93 1993 -94 1993 -94
TOWN OF LOS GATOS
OTHER CITIES
STATE
FEDERAL
OTHER MUNICIPALITIES
FEES FOR SERVICES
FUND RAISING,
DONATIONS (CASH)
RESERVE CONTINGENCY
FUND
ALL OTHER (LIST)
--------------------
--------------- -----
TOTAL INCOME
NOTE: ALL AMOUNTS SHOULD BE ROUNDED TO THE NEAREST DOLLAR
Page 1 of 2
CSD13:A: \CONTRACT \CDBGE %.93
EXHIBIT C.
BUDGET
1.
ALLOCATION
PROGRAM BUDGET TOTAL OF FUNDING
ACTUAL PROGRAM BUDGET (IN DOLLARS)
1992 -93 1993 -94 1993 -94
EXPENSES
CAPITAL
x;3:i9
PERSONNEL
SUPPLIES
COMMUNICATIONS
PRINTING /ADVERTISING
UTILITIES
SPACE RENTAL
EQUIP. RENTAL
TRAVEL (LOCAL)
TRAVEL (OTHER)
CONTRACTUAL SERVICES
FRINGE
INSURANCE
MISCELLANEOUS
EQUIPMENT
SUBTOTAL EXPENSES
CAPITAL OUTLAY
BUILDINGS
'EQUIPMENT
SUBTOTAL EXPENSES
TOTAL EXPENSES AND
CAPITAL OUTLAY
NOTE: ALL AMOUNTS SHOULD BE ROUNDED TO THE NEAREST DOLLAR
Page 2 of 2 CSDI4:A: \CONTRACT \C0BGEX.93
EXHIBIT D.
INSURANCE REQUIREMENTS FOR CONTRACTORS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the work
hereunder by the Contractor, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be borne by the Contractor.
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Insurance services Office form number GL 0002 (Ed. 1/73) covering Comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive
General Liability; or Insurance Services Office Commercial General Liability coverage ( "occurrence"
form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed 1/78) covering Automobile Liability, code 1
"any auto" and endorsement CA 0025.
3. Workers' Compensation insurance as required by the Labor Code of the State of California and
Employers Liability insurance.
B. MINIMUM LIMITS OF INSURANCE
Contractor shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability Insurance or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to this
project /location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability. $1,000,000 combined single limit per accident for bodily injury and property
damage.
3. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the
Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident.
C. DEDUCTIBLES AND SELF- INSURED RETENTIONS
Any deductibles or self - insured retentions must be declared to and approved by the Town. At the option
of the Town, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as
respects the Town its officers, officials, employees and volunteers; or the Contractor shall procure a bond
guaranteeing payment of losses and related investigations, 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
Page 1 of 2
and completed operations of the Contractor, premises owned, occupied or used by the
Contractor, or automobiles owned, leased, hired or borrowed by the Contractor. The coverage
shall contain no special limitations on the scope of protection afforded to the Town, its officers,
officials, employees or volunteers.
b. The Contractor's insurance coverage shall be primary insurance as respects the Town, its
officers, officials, employees and volunteers. Any insurance or self - insurance maintained by
the Town, its officers, officials, employees or volunteers shall be excess of the Contractor's
insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Town, its officers, officials, employees or volunteers.
d. The Contractor's insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability coverage
The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials,
employees and volunteers for losses arising from work performed by the contractor for the Town.
3. All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30
days' prior written notice by certified mail, return receipt requested, has been given to the Town.
E. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a Best's rating of no less than ANII.
F. VERIFICATION OF COVERAGE
Upon execution of this agreement, Contractor shall furnish the Town with certificates of insurance and
with original endorsements effecting coverage required by this clause. The certificates and endorsements
for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf. The certificates and endorsements are to be on forms provided by the Town. Where by statute,
the Town's workers' compensation- related forms cannot be used, equivalent forms approved by the
Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and
approved by the Town before work commences. The Town reserves the right to require complete, certified
copies of all required insurance policies, at any time.
G. SUBCONTRACTOR
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
CSD14:A \CONTRACT\CDBGEX.93
Page 2 of 2
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 the amount set forth in EXHIBIT C, "BUDGET". 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 II B.2. and Budget Report described in Section II C.7. 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
First Quarter (July -Sept)
Oct. 15, 1993
Second Quarter (Oct -Dec)
Jan. 15, 1994
Third Quarter (Jan-March)
April 15, 1994
Fourth Quarter (April-June)
July 15, 1994
The total amount of such payments to be made to CONTRACTOR shall be distributed as shown in
EXHIBIT C, "BUDGET".
P r nn : Total eligible payments made to CONTRACTOR'S employees for time actually worked for
all positions listed in EXHIBIT B, "SCOPE OF SERVICES ".
SuP21ig5: 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 of the PROGRAM.
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.
Page 1 of 3
ifi i : 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.
Contractual Service: 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.
Fr, rose: 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
Page 2 of 3
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 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.
CSD14:A: \CONTR4CT\CDBG EX.93
Page 3 of 3
EXHIBIT F.
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 et 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 and HUD regulations
issued to implement such requirements;
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 OMB 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 responsibilities with respect to the
Page 1 of 2
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).
CSD14:A \CONTRACT\CDBGFX93
Page 2 of 2
EXHIBIT C
COMMUNITY GRANT AGREEMENT BY AND BETWEEN
THE TOWN LOS GATOS AND
THE ^Fl^
FISCAL YEAR 1993 -94
THIS AGREEMENT, entered into this _ day of , 1993, by and between the TOWN OF
LOS GATOS, a municipal corporation (hereinafter TOWN), and ^Fl ^, a nonprofit corporation (hereinafter
CONTRACTOR).
WITNESSETH
WHEREAS, TOWN appropriated funds in its Fiscal Year 1993 -94 Budget for allocation to community
service agencies, and;
WHEREAS, TOWN desires to engage CONTRACTOR, and TOWN has appropriated funds not to
exceed ^F2^ ($ ^F3 ^), to be utilized during the time period between July 1, 1993, and June 30, 1994, for the
purpose of meeting the goals and objectives outlined in EXHIBIT B, "SCOPE OF SERVICES" (hereinafter
PROGRAM), operating within the TOWN OF LOS GATOS from facilities located at ^F4^ and benefitting ^F5 ^.
WHEREAS, CONTRACTOR represents and warrants the truth of all statements continued in
"ASSURANCES" attached as EXHIBIT A and incorporated herein by reference.
NOW, THEREFORE, THE PARTIES AGREE, as follows:
I. PROGRAM COORDINATION
A. TOWN: The Director of Community Services or his /her designee, shall be the PROGRAM
MANAGER for TOWN and shall render overall supervision of the progress and performance
of this Agreement by TOWN. All services agreed to be performed by TOWN shall be under the
overall direction of the PROGRAM MANAGER.
B. CONTRACTOR: CONTRACTOR shall assign a single PROGRAM DIRECTOR who shall have
overall responsibility for the progress and execution of this Agreement. Should circumstances or
conditions subsequent to the execution of this Agreement require a substitute PROGRAM
DIRECTOR, CONTRACTOR shall notify TOWN immediately of such occurrence. PROGRAM
DIRECTOR and CONTRACTOR staff will fully cooperate with TOWN'S PROGRAM
MANAGER relating to the PROGRAM, areas of concern, and the impact of PROGRAM on
residents of TOWN.
C. NOTICES: All notices or other correspondence required or contemplated by this Agreement
shall be sent to the parties at the following addresses:
TOWN
CONTRACTOR
Regina A. Falkner
^176^
Community Services Director
^F7^
Town of Los Gatos
^F8
P.O. Box 949
^P9^
Los Gatos, CA 95031
^Flo^
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
R. OBLIGATION OF CONTRACTOR
A. Orizanization of CONTRACTOR
1. Within 15 days of execution of this Agreement, CONTRACTOR shall deliver the following
to the PROGRAM MANAGER
a. The Articles of Incorporation under the laws of the State of California.
b. Current Bylaws.
C. Verification and documentation of Internal Revenue Service nonprofit status under
Title 26, Section 501(c) of the Federal Code.
d. Names and addresses of current Board of Directors.
e. Personnel policies and procedures including Affirmative Action Plan if staff exceeds
fifteen (15) employees.
f. An organizational chart and staffing profile.
Contractor shall report in writing any changes within five days of the effective date.
2. No member of the Board of Directors or the Director's family may be a paid employee,
agent or subcontractor of CONTRACTOR.
3. CONTRACTOR'S Board 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
and special meetings.
6. CONTRACTOR shall encourage public participation in planning and implementing
services under this Agreement.
B. Program Performance of CONTRACTOR
Contractor shall:
1. Provide services in accordance with the "SCOPE OF SERVICES" (attached as EXHIBIT
B), and "ANNUAL BUDGET" (attached as EXHIBIT C).
2. File reports (on forms approved by TOWN) with the TOWN on the type and number of
services rendered to beneficiaries through the operation of the PROGRAM. Such reports
shall evaluate the manner in which the program is achieving its objectives and goals
according to standards established by TOWN. The reports shall be due within ten (10)
calendar days of the end of the last reporting period and shall cover the period immediately
preceding.
3. Coordinate its services with existing organizations providing similar service in order to
foster community cooperation and to avoid unnecessary duplication of services.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 2
4. Seek out and apply for other sources of revenue in support of its operation or services from
county, state, federal and private sources and, in the event of such award, inform TOWN
within fifteen (15) calendar days.
5. Include an acknowledgment of TOWN funding and support on all appropriate publicity
and publications using words to the effect that "Services are provided with funds from the
TOWN OF LOS GATOS."
C. Fiscal Responsibilities of CONTRACTOR
CONTRACTOR shall:
1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial
and accounting activities of the CONTRACTOR, including the receipt and disbursement
of CONTRACTOR funds.
2. Appoint from its Board a Treasurer who, no less than monthly, shall review and by
signature approve all receipts, disbursements, and bank account balances.
3. Establish and maintain a system of accounts that shall be in conformance with generally
accepted principles of accounting for budgeted funds. Such system of accounts shall be
subject to review and approval of TOWN.
4. Document all costs by maintaining complete and accurate records of all financial
transactions, including, but not limited to, contracts, invoices, time cards, cash receipts,
vouchers, cancelled checks, bank statements and /or other official documentation evidencing
in proper detail the nature and propriety of all charges.
5. Perform an independent fiscal audit at least every year, in conformance with the generally
accepted standard accounting principles. Such audits must identify the total funds received
and disbursed as well as funds granted and expended relating to this Agreement. Copies
of the completed audits must be provided to the TOWN, within 90 days of the termination
of this Agreement.
6. Repay any disallowed costs. Disallowed costs maybe 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, subject to provisions of OMB circular A -122, Cost
Principles for Nonprofit Organizations.
7. Submit to the TOWN (on the approved form) CONTRACTOR's request for
reimbursement and supporting documentation on a quarterly basis according to
EXHIBIT C, "BUDGET ", attached (see Section IV, B, 1. hereinbelow).
TOWN shall make final determination of validity of costs included in request for
reimbursement, and shall have the right to reject and deduct from the amount requested
for reimbursement any costs the TOWN determines are not valid.
8. Submit for approval by TOWN any Lease Agreement either contemplated or in effect.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 3
9. CONTRACTOR shall, at its sole cost and expense, obtain and maintain in full force and
effect throughout the term of this Agreement, insurance as set forth in EXHIBIT D.
D. Preservation of Records: CONTRACTOR shall preserve and make available its records:
1. Until the expiration of three years from the date of the submission of the final expenditure
report or, for grants that are renewed annually, from the date of the submission of the
annual financial status report.
2. For such longer period, if any, as is required by applicable law; or
3. If this Agreement is completely or partially terminated, the records relating to the work
terminated shall be preserved and made available for a period of three years from the date
of any resulting final settlement.
E. Examination of Records* Facilities: At any time during normal business hours and as often as
may be deemed necessary, CONTRACTOR agrees that TOWN, and /or any duly authorized
representatives shall, until expiration of (a) three years after final payment under this Agreement,
or (b) such longer period as may be prescribed, have access to and the right to examine its plants,
offices and facilities engaged in performance of this Agreement and all its records with respect
to all matters covered by this Agreement, excepting those falling within the attorney -client
privilege, and those falling within the attorney work - product privilege, provided that in the event
of a dispute regarding the applicability of the attorney work - product privilege to specific records,
the parties agree to submit the dispute to an impartial arbitrator agreeable to both parties.
Agreement to the arbitrator shall not be withheld unreasonably. Costs of such arbitration shall
be divided equally between the parties.
CONTRACTOR also agrees that the TOWN, or any duly authorized representatives, have the
right to audit, examine and make excerpts or transcripts of and from, such records, and to make
audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of
employment, materials and all other data relating to matters covered by this Agreement.
F. Town Audits: The TOWN may require an independent audit. Such audits may cover program
compliance as well as fiscal matters. CONTRACTOR will be notified in advance that an audit
will be conducted. CONTRACTOR will be afforded an opportunity to respond to any audit
findings, and have the responses included in the final audit report. Cost of such audits will be
borne by the TOWN.
G. Purchasing
1. Title to Personal property: Title to any personal property used in performance of the
services and work specified in this Agreement shall be as follows:
a. Personal property donated shall become the property of CONTRACTOR or person
specified by the donor; otherwise the same shall become property of TOWN except
for property and equipment described in subparagraph (b) hereof.
b. Personal property and equipment permanently affixed to buildings owned by
CONTRACTOR shall become property of CONTRACTOR.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 4
C. All other personal property, supplies, and equipment purchased pursuant to this
Agreement and not consumed shall become property of TOWN and shall revert
to TOWN at end of contractual arrangement with the TOWN. TOWN may elect
at its sole option to decline to take title to all or any part of these items.
2. Non - expendable Property: Non - expendable property purchased by CONTRACTOR with
funds approved by TOWN, with a purchase price in excess of One Hundred Dollars
($100.00), must be approved in writing by TOWN. TOWN shall retain title to said
property. If PROGRAM will be continued beyond termination of this Agreement, TOWN,
at its option, may return title to CONTRACTOR.
3. Purchase of Real Property: None of the funds provided under this Agreement shall be used
for the purchase of real or non - expendable property with a purchase price in excess of One
Thousand Dollars ($1,000.00), or for the purchase of an option on the purchase of real or
non - expendable property, unless the TOWN'S PROGRAM MANAGER approves, in
writing, such purchase or option to purchase prior to the time when CONTRACTOR
enters into a contract for such purchase or option to purchase. Any such purchase or
option shall be processed through the Town Manager's Office.
III. MONITORING AND EVALUATION OF SERVICES
A. Evaluation of Program Performance
Evaluation of the PROGRAM performance shall be the mutual responsibility of both
CONTRACTOR and TOWN. CONTRACTOR shall furnish all data, statements, records,
information and reports necessary for PROGRAM MANAGER to monitor, review and evaluate
performance of CONTRACTOR with respect to the PROGRAM and its components. The
results of CONTRACTOR's performance will be recorded on a standard monitoring and
evaluation form. TOWN shall have the right to request the services of an outside agent to assist
in any such evaluation. Such services shall be paid for by TOWN.
B. Unsatisfactory Performance
CONTRACTOR shall be considered to be performing in an unsatisfactory manner if shown to
be providing client services below an established minimum level as stated in EXHIBIT B, "SCOPE
OF SERVICES ". Should the PROGRAM fail to meet any one of the performance standards
established in the SCOPE OR SERVICES, such occurrence will be addressed by TOWN staff
and reviewed by the PROGRAM MANAGER. Programs coming under review of the type
described herein will be notified and shall have the opportunity to provide any relevant
information to the PROGRAM MANAGER prior to any action taken by the TOWN.
C. With receipt by TOWN of any information that evidences a failure or deficiency by
CONTRACTOR to comply with any provision of this Agreement, the TOWN shall have the right
to require corrective action to enforce compliance with such provision.
Corrective action shall be taken if any of the following, as examples only, occur:
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 5
1. If CONTRACTOR (with or without knowledge) has made any material misrepresentation
of any nature with respect to any information or data furnished to TOWN in connection
with the PROGRAM.
2. If there is pending litigation with respect to the performance by CONTRACTOR of any
of its duties or obligations under this Agreement which may materially jeopardize or
adversely affect the undertaking of or the carrying out of the PROGRAM.
3. If CONTRACTOR shall have taken any action pertaining to the PROGRAM which
requires TOWN approval without having obtained such approval.
4. If CONTRACTOR is in default under the provisions of this Agreement.
5. If CONTRACTOR makes improper use of grant funds.
6. If CONTRACTOR fails to comply with any of the terms and conditions of this contract
in such a manner as to constitute material breach thereof.
7. If CONTRACTOR submits to TOWN any reports which are incorrect or incomplete in
any material respect.
D. Corrective Action
After all administrative remedies have been exhausted, TOWN shall have the right to require the
presence of any of CONTRACTOR or its representative at any hearing or meeting called for the
purpose of considering corrective action within seven (7) working days of receiving such notice.
CONTRAC'T'OR will have an opportunity to participate fully in corrective action deliberations.
TOWN shall forward to CONTRACTOR a set of specific corrective, action recommendations
relative to unsatisfactory PROGRAM performance and /or noncompliance and a timetable for
implementing the specified corrective action recommendations; such timetable shall allow
CONTRACTOR not less than seven (7) working days nor more than seven (7) working days from
time notice was received to comply with the specified corrective action recommendations.
Following implementation of the corrective actions, CONTRACTOR shall forward to TOWN,
within ten (10) working days any documentary evidence required by TOWN to verify that the
corrective actions have been taken. In the event CONTRACTOR does not implement the
corrective action recommendations in accordance with the corrective action timetable, TOWN
may suspend payments hereunder and /or provide notice of intent to terminate this contract.
IV. OBLIGATIONS OF TOWN
A. Contract Compliance:
TOWN staff shall provide assistance to CONTRACTOR in connection with:
1. Obtaining conformity of the PROGRAM with the TOWN's policies and procedures and
all TOWN codes, ordinances, directives and laws.
2. Review of contract for compliance purposes and evaluating PROGRAM based on quarterly
reports received from CONTRACTOR and on -site monitoring of client -based data.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 6
B. Method of Payment:
1. TOWN shall reimburse CONTRACTOR for all allowable costs and expenses incurred in
providing the PROGRAM upon receipt of properly executed invoice and supporting data
according to EXHIBIT C, BUDGET", and EXHIBIT E, "PAYMENTS TO
CONTRACTOR ", attached. Invoice must be accompanied by corresponding monthly or
quarterly report.
TOWN may, at any time and in its absolute discretion, elect to suspend or terminate
payment to CONTRACTOR, in whole or in part, under this Agreement or not to make
any particular payment under this Agreement in the event of unsatisfactory performance
or noncompliance with this Agreement.
V. PROGRAM INCOME
If disposition instructions from TOWN require sale of property, CONTRACTOR must compensate
TOWN the amount computed by applying TOWN's percent of participation in the cost of the
PROGRAM to the proceeds from sale after deducting actual and reasonable selling and fix-up expenses,
if any, from the sale proceeds.
If CONTRACTOR is directed to transfer title of property to TOWN, CONTRACTOR shall be entitled
to compensation computed by applying the TOWN's percentage of participation in the cost of the
PROGRAM to the current fair market value of the property.
All other PROGRAM income earned during the grant period shall be retained by the CONTRACTOR
and shall be added to funds committed to PROGRAM by the TOWN and used to further eligible
PROGRAM activities and to finance, upon TOWN's approval, the non - federal share of PROGRAM
or, deducted from the total project costs for the purpose of determining the net costs on which the
TOWN's share of costs will be based.
VI. REPROGRAMMING OF FUNDS
TOWN may reprogram the amount of underspending in the PROGRAM as a whole, to another project.
TOWN shall, before reprogramming, give CONTRACTOR ten (10) working days written notice of its
intention to reprogram funds, together with a copy of TOWN's expenditure review for the PROGRAM
and statements of its reasons for such reprogramming. TOWN shall make its final determination with
respect to reprogramming only after CONTRACTOR has been given an opportunity to present its views
and recommendations with respect to such contemplated reprogramming. In no event, however, shall
TOWN be bound to accept CONTRACTOR's views or recommendations with respect to such
contemplated reprogramming.
VII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
TOWN and CONTRACTOR agree to maintain the confidentiality of any information regarding
applicants for services offered by the PROGRAM pursuant to this Agreement or their immediate
families which may be obtained through application forms, interviews, tests, or reports, from public
agencies or counselors, or any other source. Without the written permission of the applicant, such
information shall be divulged only as necessary for purposes related to the performance or evaluation
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 7
of the services and work to be provided pursuant to this Agreement, and then to persons having
responsibilities under the contract, including those furnishing services under the PROGRAM through
subcontracts.
VIII. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMEN
A. The relationship of CONTRACTOR to TOWN is that of an independent contractor.
CONTRACTOR is responsible for the results of its PROGRAM and compliance with the terms
of this Agreement. CONTRACTOR has full rights to manage its employees subject to the
requirements of the law. All persons employed by CONTRACTOR in connection with this
Agreement shall be employees of CONTRACTOR and not employees of TOWN in any respect.
CONTRACTOR shall be responsible for all employee benefits, including, but not limited to,
statutory workers' compensation benefits.
B. None of the work or services to be performed hereunder shall be delegated or subcontracted to
third parties without prior written TOWN approval.
C. No subcontractor of CONTRACTOR will be recognized by TOWN as such. All subcontractors
are deemed to be employees of CONTRACTOR, and CONTRACTOR agrees to be responsible
for their performance and any liabilities attached to thew actions or omissions.
IX. COMPLIANCE WITH LAW
CONTRACTOR shall become familiar and comply with and cause all its subcontractors and employees,
if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes,
regulations, and decrees including, but not limited to, those federal rules and regulations outlined in
EXHIBIT A, "ASSURANCES ". Failure of CONTRACTOR to, in any manner, observe and adhere to
law as described herein or as amended shall in no way relieve CONTRACTOR of its responsibility to
adhere to same and CONTRACTOR herein acknowledges this responsibility.
CONTRACTOR shall hold TOWN, its Town Council, officers, employees and boards and commissions
harmless from CONTRACTOR's failure(s) to comply with any requirement imposed on PROJECT by
virtue of the utilization of Federal funds. CONTRACTOR shall reimburse TOWN, for any disallowed
costs and /or penalties imposed on TOWN because of CONTRACTOR's failure to comply with Federal
requirements.
X. TERMS AND AMENDMENTS
Amendments to the terms and conditions of this contract shall be requested in writing by the party
desiring such revision, and any such adjustment to this contract shall be determined and effective only
upon the mutual Agreement in writing of the parties hereto unless the Amendments are made by the
TOWN in which case they will be adopted as ordered.
XI. LEGAL MATTERS
A. Integration
This document represents the entire and integrated Agreement between the TOWN and the
CONTRACTOR, and supersedes all prior negotiations, representations, and agreements, either
written or oral.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 8
B. Bindine Effect
The terms of this Agreement shall bind, and insure to the benefit of, the parties, their heirs,
successors, and assigns.
XII. 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.
XIIL WHEN RIGHTS AND REMEDIES WAIVED
In no event shall any payment by TOWN or any acceptance of payment by CONTRACTOR hereunder
constitute or be construed to be a waiver by TOWN or CONTRACTOR of any breach of covenants or
conditions of this Agreement or any default which may then exist on the part of TOWN or
CONTRACTOR, and the making of any such payment while any such breach or default shall exist shall
in no way impair or prejudice any right or remedy available to TOWN or CONTRACTOR with respect
to such breach or default.
XIV. TERMINATION
A. Termination for Cause
Unearned payments under this Agreement may be suspended or terminated at any time before
the date of completion by TOWN if:
1. CONTRACTOR fails to comply with conditions of the Agreement.
2. CONTRACTOR refuses to accept any additional conditions that may be imposed by the
TOWN.
B. Termination for Convenience
TOWN or CON'T'RACTOR 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 data and, in the case of partial terminations, the portion to be
terminated.
C. Upon Sus n i n or Termination CONTRACTOR Shall:
1. Not incur new obligations and shall cancel as many outstanding obligations as possible.
2. Be paid only for services actually rendered to TOWN to the date of such suspension or
termination; provided, however, if this Agreement is suspended or terminated for fault of
CONTRACTOR, TOWN shall be obligated to compensate CONTRACTOR only for that
portion of CONTRACTOR's services which are of benefit to TOWN.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 9
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.
XV. CHANGES
This Agreement is based on the unique services of CONTRACTOR. This Agreement shall not be
assigned or transferred without the written consent of the TOWN. No changes or variations of any kind
are authorized without the written consent of the Town Manager.
TOWN is not liable for any CONTRACTOR expenses incurred after closing date of contract.
XVI. MISCELLANEOUS PROVISIONS
A. The Caption
The captions of the various sections, paragraphs, and subparagraphs of the contract are for
convenience only and shall not be considered nor referred to for resolving questions of the
interpretation.
B. No Third Party Beneficiary
This Agreement shall not be construed or deemed to be an Agreement for the benefit of any third
party or parties, and no third party shall have any claim or right of action hereunder for any cause
whatsoever.
C. Severability Clause
In case any one or more of the provisions contained herein shall, for any reason, be held invalid,
illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions which
shall remain in full force and effect.
D. No Pledging of TOWN's Credit
Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit
of TOWN, or incur any obligation in the name of TOWN. CONTRACTOR shall save and hold
harmless TOWN, its Town Council, its officers, employees and boards and commissions from
expenses arising out of this Agreement.
E. Disputes
In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fee, as well as all reasonable costs (not limited to those allowed by statute),
but not to exceed $5,000.
F. Nondiscrimination
Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the employment
of persons because of their race, color, national origin, sex, age, ancestry, sexual orientation,
religion, physical or mental disability, or marital status, unless based upon a bona fide qualification
under the California Fair Employment and Housing Act.
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 10
Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the provision of
any services or PROGRAMS because of race, color, national origin, sex, age, ancestry, sexual
orientation, religion, physical or mental disability, or marital status, unless based upon a bona fide
qualification under the California Far Employment and Housing Act.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
hereinabove set forth.
�F1�
"F11^
�F12"
TOWN OF LOS GATOS
David W. Knapp
Town Manager
APPROVED AS TO FORM:
Larry E. Anderson, Town Attorney
Town Attorney
ATTESTED TO:
Marian V. Cosgrove, Town Clerk
APPROVED AS TO CONTENT:
Regina A. Falkner
Community Services Director
CSD14 \CONTRACT\GRANTAGRMI
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 11
EXHIBIT A.
ASSURANCES
The CONTRACTOR assures and certifies to the TOWN that:
1. It possesses legal authority to apply for the grant; that a resolution, motion or similar action has been duly
adopted or passed as an official act of the CONTRACTOR'S governing body, authorizing the filing of the
application, including all understandings and assurances contained herein, and directing and authorizing the
person identified as the official representative of the CONTRACTOR to act in connection with the
application and to provide such additional information as may be required.
2. It will comply with Title VI. of the Civil Rights Act of 1964 (42 USC 2000[a]) prohibiting employment
discrimination where (1) the primary purpose of a grant is to provide employment or (2) discriminatory
employment practices will result in unequal treatment of persons who are or should be benefitting from the
grant aided activity.
3. Not excluded from participation in, deny the benefits of, or subject to discrimination under any PROGRAM
or activity, any person in the United States on the grounds of race, color, national origin, sex, age, religion
or handicap status in accordance with the Age Discrimination Act of 1975, Section 504 of the Rehabilitation
Act of 1973, Civil Rights Act of 1964 or Title VII. of the Act of 1968.
4. It will comply with the provisions of the Hatch Political Activity Act 5 USC 1501 et seq. which limit the
political activity of employees.
5. It will establish safeguards to prohibit employees of CONTRACTOR or 'Federal, State or Local
Governments from using their positions for a purpose that is or gives the appearance of being motivated
by a desire for private gain for themselves or others, particularly those with whom they have family,
business, or other ties.
6. Comply with the applicable provisions of the Political Reform Act of 1974 relating to conflicts of interest
(codified in California Government Code Section 87100, et seq.) and promptly advise TOWN of the facts
and circumstances concerning any disclosure made to it or any information obtained by it relating to
conflicts of interest.
7. It will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 USC 794).
CSD14 * \C0NTRACT\GRANTAGR.M 7
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
EXHIBIT B
SCOPE OF SERVICES
FISCAL YEAR 1993 -94
AGENCY:
I. PROGRAM GOALS AND OBJECTIVES•
II. CLIENTS
A. Total number of unduplicated Los Gatos residents to participate in
program:
B. Demographic Reports
Demographic data regarding clients served, income, sex, race, age,
and handicapped status shall be submitted quarterly.
Community Development Block Grant
Page 1 of 2 CSD13:A: \Cq TAACT \ \CDBGEX.93
EXHIBIT B
SCOPE OF SERVICES
FISCAL YEAR 1993 -94
III. DIRECT SERVICES TO BE PROVIDED TO LOS GATOS RESIDENTS:
A.
IM
C.
IM
E.
IV. INDIRECT SERVICES TO BE
PROVIDED TO LOS GATOS
RESIDENTS
A.
11
C.
Community Development Block Grant
Quarterly Services Goals
Ls 2nd 3rd 4th Annual Totals
Page 2 of 2 CSD14:A: \CD TRACT \CD8GEX.93
PROGRAM BUDGET
SOURCE
INCOME
EXHIBIT C.
BUDGET
1.
TOTAL ALLOCATION
ORGANIZATION OF FUNDS
ACTUAL PROGRAM BUDGET (IN DOLLARS)
1992 -93 1993 -94 1993 -94
TOWN OF LOS GATOS
OTHER CITIES
STATE
FEDERAL
OTHER MUNICIPALITIES
FEES FOR SERVICES
FUND RAISING,
DONATIONS (CASH)
RESERVE CONTINGENCY
FUND
ALL OTHER (LIST)
--------------------
--------------------
--------------- -----
TOTAL INCOME
NOTE: ALL AMOUNTS SHOULD BE ROUNDED TO THE NEAREST DOLLAR
Page 1 of 2
CSD14:A: \C0NTRACT \CD8GEX.93
PROGRAM BUDGET
EXPENSES
CAPITAL
EXPENSES
EXHIBIT C.
BUDGET
1.
ALLOCATION
TOTAL OF FUNDING
ACTUAL PROGRAM BUDGET (IN DOLLARS)
1992 -93 1993 -94 1993 -94
PERSONNEL
SUPPLIES
COMMUNICATIONS
PRINTING /ADVERTISING
UTILITIES
SPACE RENTAL
EQUIP. RENTAL
TRAVEL (LOCAL)
TRAVEL (OTHER)
CONTRACTUAL SERVICES
FRINGE
INSURANCE
MISCELLANEOUS
EQUIPMENT
SUBTOTAL EXPENSES
CAPITAL OUTLAY
BUILDINGS
EQUIPMENT
SUBTOTAL EXPENSES
TOTAL EXPENSES AND
CAPITAL OUTLAY
NOTE: ALL AMOUNTS SHOULD BE ROUNDED TO THE NEAREST DOLLAR
Page 2 of 2
CSDIA:A: \CD TPACT \CD8GE %.93
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 RETENTION
Any deductibles or self - insured retentions must be declared to and approved by the Town. At the option
of the Town, either: the insurer shall reduce
or eliminate such deductibles or self- insured retentions as respects the Town its officers, officials, employees
and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investiga-
tions, claim administration and defense expenses.
D. OTHER INSURANCE PROVISION
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The Town, its officers, officials, employees and volunteers are to be covered as insureds as
respects: liability arising out of activities performed by or on behalf of the Contractor, products
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993
and completed operations of the Contractor, premises owned, occupied or used by the Contractor,
or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain
no special limitations on the scope of protection afforded to the Town, its officers, officials,
employees or volunteers.
b. The Contractor's insurance coverage shall be primary insurance as respects the Town, its officers,
officials, employees and volunteers. Any insurance or self - insurance maintained by the Town,
its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and
shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided
to the Town, its officers, officials, employees or volunteers.
d. The Contractor's insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability coverage
The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials,
employees and volunteers for losses arising from work performed by the contractor for the Town.
3. All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30
days' prior written notice by certified mail, return receipt requested, has been given to the Town.
E. ACCEPTABILITY OF INSURER
Insurance is to be placed with insurers with a Best's rating of no less than ANII.
F. VERIFICATION OF COVERAGE
Upon execution of this agreement, Contractor shall furnish the Town with certificates of insurance and with
original endorsements effecting coverage required by this clause. The certificates and endorsements for
each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.
The certificates and endorsements are to be on forms provided by the Town. Where by statute, the Town's
workers' compensation- related forms cannot be used, equivalent forms approved by the Insurance
Commissioner are to be substituted. All certificates and endorsements are to be received and approved
by the Town before work commences. The Town reserves the right to require complete, certified copies
of all required insurance policies, at any time.
G. SUBCONTRACTOR
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
CSD14:A: \CONTRACT\GRANTAGR.M t
Revised August 9, 1991, Reviewed July 6, 1992
Reviewed and Revised June 28, 1993 2
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 the amount set forth in EXHIBIT C, BUDGET ". Such sum shall he 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 1I B.2. and Budget Report described in Section I1 C.7. 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
First Quarter (July -Sept)
Oct. 15, 1993
Second Quarter (Oct -Dec)
Jan. 15, 1994
Third Quarter (Jan- March)
April 15, 1994
Fourth Quarter (April-June)
July 15, 1994
The total amount of such payments to be made to CONTRACTOR shall be distributed as shown in
EXHIBIT C, BUDGET".
Personnel : Total eligible payments made to CONTRACTOR'S employees for time actually worked for
all positions listed in EXHIBIT B, "SCOPE OF SERVICES ".
Supplies: 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 of the PROGRAM.
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.
Page 1 of 3
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 tune -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.
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
Page 2 of 3
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 with respect to such contemplated recycling. In no event, however,
shall TOWN be bound to accept CONTRACI'OR'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.
CSD 14:A: \CONTRACT\CDBGEX93
Page 3 of 3