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HomeMy WebLinkAbout2001-004 EOC Head Start Facility REUD JAN 16 2002 CITY OF ATASCADERO CON, T� RA�� AGREEMENT BETWEEN THE CITY OF ATASCADERO AND THE EOC FOR DEVELOPMENT OF A HEAD START FACILITY USING CDBG FUNDS THIS AGREEMENT is made and entered into this day ofl�dlh�-f�2001, by and between ECONOMIC OPPORTUNITY COMMISSION OF SAN LUIS OBISPO COUNTY, a California nonprofit corporation (hereinafter referred to as "EOC", and the CITY OF ATASCADERO, a political subdivision of the State of California (hereinafter referred to as"the City"). WITNESSETH: WHEREAS, the City of Atascadero will be using Community Development Block Grant (CDBG) funds for development of a Head Start Facility (hereinafter referred to as "the Program") for low and very low income residents in the City of Atascadero; and WHEREAS, the City of Atascadero is an entitlement jurisdiction implementing the Housing and Community Development Act of 1974, herein called the "Act". Said Act is omnibus legislation relating to federal involvement in a wide range of housing and community development activities; and WHEREAS, the parties participation in the programs funded by the Act is pursuant to compliance with all applicable federal laws, regulations and executive orders; and WHEREAS, the San Luis Obispo County Board of Supervisors approved the county of San Luis Obispo Consolidated Plan and projected use of funds pursuant to applicable federal regulations (24 CFR 91.220), hereinafter referred to as the "2001 2001 CDBG Agreement-EOC 1 Consolidated Plan,"providing for $23,000 from the 2001 CDBG Program to enable EOC to carry out the project; and WHEREAS, HUD approved the 2001 one year action plan of the consolidated Plan by executing a grant agreement; and WHEREAS, the Program meets the eligibility criteria by providing a benefit to low and moderate income persons through eligibility requirements according to 24 CFR 570.208(a)(2)(I)(C). NOW, in consideration of the mutual promises, recitals and other provisions hereof, the parties agree as follows: 1. Scope of Activities Paving and grading of the driveway and parking area of the Head Start Facility located at 965 El Camino Real,Atascadero, CA. 2. Compliance with other Agreements In accordance with the 2001 one year action plan, the City shall provide up to $23,000 in CDBG funds to EOC in order to fund the project. 3. Payment The City of Atascadero shall approve and authorize payment of the 2001 CDBG funds to EOC for completion of eligible tasks and activities pursuant this Agreement. Total payments to EOC for the Program shall not exceed $23,000. Payments requested and approved by the l Oth of the month shall be paid by the 20th of the month. Payments requested and approved by the 20th day of the month shall be paid by the 30th day of the month. 2001 CDBG Agreement-EOC 2 Nkl 4. Obligations and Limitations EOC acknowledges and agrees that this Agreement is subject to the obligations and limitations imposed on the City by the Department of Housing and Urban Development (HUD). The City shall have the right to terminate or amend this Agreement by giving written notice of the termination or amendment of this Agreement to EOC. EOC acknowledges that the minimum wage to be paid to carry out this project shall be not less than the Federal Prevailing Wage rate, and that Certified Payroll Records shall be provided to the City prior to final payment against this award. 5. Term The term of this Agreement shall commence on the date first above written and shall terminate 10 years from that date unless otherwise sooner terminated as herein provided. 6. Termination of Agreement for Cause If City determines that EOC has incurred obligations or made expenditures for purposes which are not permitted or are prohibited under the terms and provisions of this Agreement, or if City determines that EOC has failed to fulfill its obligations under this Agreement in a timely and professional manner, or if EOC is in violation of any of the terms or provisions of this Agreement, or if City is given notice by HUD or the County that HUD or the County is terminating its Grant Agreement with the City, or if EOC makes a general assignment for the benefit of EOC creditors, or if a receiver should be appointed in the event of EOC insolvency, then City shall have the right to terminate this 2001 CDBG Agreement-EOC 3 Agreement effective immediately upon giving written notice thereof to EOC. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to effective date of such termination. If City's termination of EOC Agreement for cause is defective for any reason, including but not limited to City's reliance on erroneous facts concerning EOC performance, or any defect in the notice thereof, City's maximum liability shall not exceed the amount payable to EOC under paragraph five (5) of this Agreement. 7. Termination for Convenience Either party may terminate this Agreement at any time by giving the other party 30 days written notice of such termination. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. Contractor shall be paid for all work satisfactorily completed prior to the effective date of said termination. 8. Sources and Availability of Funds It is understood by the parties thereto that the funds being used for the purpose of this Agreement are funds furnished to City through HUD pursuant to the provisions of the Act. Notwithstanding any other provision of this Agreement, the liability of City shall be limited to CDBG funds available for the project. EOC understands that City must wait for release of funds from HUD before grant funds may be advanced or reimbursed. City shall incur no liability to EOC, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments. 2001 CDBG Agreement-EOC 4 9. Reporting (a) EOC shall submit quarterly progress reports to the City Administrative Services Department describing the progress made toward accomplishing the tasks and activities identified in the scope of work. EOC further agrees to submit to the City Administrative Services Department a final report within 60 days of completing the Project, describing which of the Project objectives and activities EOC has accomplished, with sufficient detail to enable the City to properly evaluate EOC performance in completing the objectives and activities of the Project. Further, the report shall contain any information needed by the City to prepare reports for HUD. 10. Use of Funds If any time within applicable statutory periods of limitation it is determined by City or by HUD or its duly authorized representatives, or by the United States Secretary of Treasury or his duly authorized representatives that funds provided for under the terms of this Agreement have been used by or on behalf of EOC in a manner or for purposes not authorized or prohibited by said Act or regulations adopted pursuant thereto EOC shall, at City's request,pay to city an amount equal to one hundred percent of the amount improperly expended. 2001 CDBG Agreement-EOC 5 11. Employment Status EOC shall, during the entire term of this Agreement, be construed as a contractor, and nothing in this Agreement is intended nor shall be construed to create an employer- employee relationship or a joint venture relationship. Neither EOC nor any of EOC agents, employees, or contractors are or shall be considered to be agents or employees of the City or HUD in connection with the performance of EOC obligations under this Agreement. 12. Records (a) All records, accounts, documentation and all other materials relevant to a fiscal audit or examination, as specified by HUD, shall be retained by EOC for a period of not less than three (3) years from the date of termination of this Agreement. (b) If so directed by the City or HUD upon termination of this Agreement EOC shall cause all records, accounts, documentation and all other materials relevant to the work to be delivered to the City or HUD as depository. (c) EOC understands that EOC shall be subject to the examination and audit of the City Administrative Services Director for a period of three (3) years after the final payment under this Agreement. 13. Audit (a) All records, accounts, documentation and other materials deemed to be relevant to the work by the City or HUD shall be accessible at any time to the authorized representatives of the county, state or federal government, on reasonable prior notice, for the purpose of examination or audit. 2001 CDBG Agreement-EOC 6 (b) An expenditure which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the City or its designee by EOC. Expenditures for work not described in paragraph one (1) of this Agreement shall be deemed authorized if the performance of such work is approved in writing by the City or HUD prior to the commencement of such work. (c) Absent fraud or mistake on the part of the City or HUD, the determination by the City and HUD of allowability of any expenditure shall be final. 14. Indemnification EOC shall defend, indemnify and save harmless the City, its officers, agents and employees from any and all claims, demands, damages, costs, expenses, judgments, or liability occasioned by the performance or attempted performance of the provisions hereof, or in any way arising out of this Agreement, including, but not limited to, (a) those predicated upon theories of violation of statute, ordinance or regulation, violation of civil rights, (b) any adverse determination made by the Internal Revenue Service or the State Franchise Tax Board with respect to EOC that would establish a City liability for failure to make social security and income tax withholding payments, (c) inverse condemnation, (d) equitable relief, or (e) any wrongful act or any negligent act or omission to act on the part of EOC or of agents, employees, or independent contractors directly responsible to EOC; providing further that the foregoing obligations to defend, indemnify and save harmless shall apply to any wrongful acts, or any actively or passively negligent acts or omissions to act, committed jointly or concurrently by EOC, its agents, employees, or independent contractors and the City, its agents, employees, or 2001 CDBG Agreement-EOC 7 *400 independent contractors. Nothing contained in the foregoing indemnity provisions shall be construed to require indemnification for claims demand, damages, costs expenses or judgments resulting solely from the conduct of the City. 15. Insurance EOC shall obtain and maintain for the entire term of this Agreement and EOC shall not perform any work under this Agreement until EOC has obtained comprehensive general liability insurance, in companies acceptable to the City, and authorized to issue such insurance in the State of California. Said insurance shall consist of the following: (a) Liability Insurance — EOC shall maintain in full force and effect, for the period covered by this Agreement, comprehensive liability insurance. This comprehensive general and automobile liability insurance shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property, resulting from any act or occurrence arising out of EOC operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amount of insurance shall be not less than one million dollars ($1,000,000) combined single limit coverage for bodily and personal injury, including death resulting therefrom, and property damage. The following endorsements shall be attached to the policy: (1) If the insurance policy covers an "accident" basis, it must be changed to "occurrence". (2) The policy must cover personal injury as well as bodily injury. 2001 CDBG Agreement-EOC 8 (3) Blanket contractual liability must be afforded and the policy must contain a cross liability or severability of interest endorsement. (4) The City, its officers, agents, and employees shall be named as additional insured under the policy, and the policy shall provide that insurance will operate as primary insurance and that no other insurance affected by the City will be called upon to contribute to a loss hereunder. (b) Workers' Compensation Insurance — In accordance with the provisions of Labor Code Section 3700, EOC is required to be insured against liability for workers' compensation or to undertake self-insurance for any individuals working as employees of EOC. EOC agrees to comply with such provisions before commencing the performance of the work under this Agreement. (c) The following requirements apply to all insurance to be provided by EOC: (1) A certified copy of each insurance policy and a certificate of insurance shall be furnished City within sixty(60) days after execution of this Agreement. A CERTIFICATE ALONE IS NOT ACCEPTABLE. Provided, however, a certificate of insurance shall be furnished City prior to the approval of any advances by the Auditor-Controller of the City pursuant to this Agreement. (2) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to City. 2001 CDBG Agreement-EOC 9 (3) Approval of the insurance by City shall not relieve or decrease the extend to which EOC may be held responsible for payment of damages resulting from EOC services or operations pursuant to this Agreement. (d) If EOC fails or refuses to procure or maintain the insurance required by this paragraph, or fails or refuses to furnish City with required proof that insurance has been procured and is in force and paid for, City shall have the right, at city's election, to forthwith terminate this Agreement. 16. Equal Employment Opportunity During the performance of this Agreement, EOC agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, and specifically agrees to comply with the provisions of Section 202 of Presidential Executive Order No. 11246. 17. Entire Agreement and Modifications This Agreement sets for the full and entire understanding of the parties regarding the matter set forth herein, and any other prior to existing understandings or Agreements by the parties, whether formal or informal, regarding any matters are hereby superseded or terminated in their entirety. No changes, amendments, or alterations shall be effective unless in writing and signed by all parties hereto. EOC specifically acknowledges that in entering into and executing this Agreement, EOC relies solely upon the provisions contained in this Agreement and no others. 2001 CDBG Agreement-EOC 10 `fir✓ � 18. Funding for Additional Services Funding for any programs, projects, or services beyond the term of this Agreement, by any new agreement or amendment or extension of this Agreement, have not been authorized and will depend upon City's determination of satisfactory performance of this Agreement by EOC and upon the availability to City of additional grant funds allocated for such purposes. Neither City nor any employee of City has made any promise or commitment, express or implied, that any additional funds will be paid or made available to EOC for the purpose of this Agreement over and above the funds expressly allocated under the terms of this Agreement. 19. Compliance with Federal Laws and Regulations EOC agrees to comply with all City, County and State laws and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity and all other matters applicable to EOC, its subcontractors, and the work. EOC agrees to comply with all federal laws and regulations applicable to the CDBG program and to the work. 20. No Assignment Without Consent Inasmuch as this Agreement is intended to secure the specialized services of EOC, and EOC shall not have the right to assign or transfer this Agreement, or any part hereof or monies payable hereunder, without the prior written consent of City, and any such assignment or transfer without the City's prior written consent shall be considered null and void. 2001 CDBG Agreement-EOC 11 err+' 21. Covenant This Agreement has been executed and delivered in the State of California, and the validity, enforceability and interpretation of any of the clauses of this Agreement shall be determined and governed by the law of the State of California. All duties and obligations of the parties created hereunder are performable in San Luis Obispo County, and such County shall be that venue for any action, or proceeding that may be brought, or arise out of, in connection with or by reason of this Agreement. 22. Enforceability If any terms, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 23. Agreement Binding All provisions of this Agreement shall be binding on the parties and their heirs, assigns and successors in interest. 24. Waivers City's waiver or breach of any one terms, covenant or other provision of this Agreement shall be not a waiver of a subsequent breach of the same term, covenant or provision of this Agreement or of the breach of any other term, covenant or provision of this Agreement. 2001 CDBG Agreement-EOC 12 25. Notices Unless otherwise provided, all notices herein required shall be in writing, and delivered in person or sent by United States first class mail, postage prepaid. Notices required to be given to City shall be addressed as follows: Director of Public Works, City of Atascadero, 6500 Palma Avenue, Atascadero, CA 93422. Notices required to be given to EOC shall be addressed as follows: EOC — Elizabeth Steinberg, Executive Director, 1030 Southwood Drive, San Luis Obispo, CA 93401. Provided that any party may change such address by noticing in writing to the other parties and thereafter notices shall be transmitted to the new address. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Economic Opportunity Commission of San Luis Obispo County, a California non-profit corporation Effzabo Steinberg, Exec tive Director CITY OF ATASCADERO I 1 All WADE G. McKINNEY City Manager APPROVE AS TO FORM AND LEGAL EFFECT: ROY/A HANLEY Cit ttorney 2001 CDBG Agreement-EOC 13 ACOP . CERTIFINvoTE OF LIABILITY INS ANC�oOPID DATE(MM/DD1YY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Morris & Garritano Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Agency License #0305584 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR PO Drawer 1189 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Luis Obispo CA 93406-1189 Phone: 805-543-6887 Fax:805-543-3064 INSURERS AFFORDING COVERAGE INSURED INSURERA: Philadelphia Insurance Company INSURER B: Philadelphia Indemnity Ins Co Economic Opportunity. INSURER C: State Com Insurance Fund Commission of San Luis Obispo P 1030 Southwood Dr INSURER D: San Luis Obispo CA 93401 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YY DATE MM/DD LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 A X COMMERCIAL GENERAL LIABILITY PHPK003157 04/01/01 04/01/02 FIRE DAMAGE(Any one fire) $1,000,000 CLAIMS MADE FX]OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $2,000,000 POLICY PRO LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 OOO OOO B X ANY AUTO PHPK003157 04/01/01 04/01/02 (Ea accident) i ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTOEA ACC $ OTHER THAN AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE_ $5,000,000 B X OCCUR cLAIMSMADE PHUB002080 04/01/01 04/01/02 AGGREGATE $5,000,000 Fx DEDUCTIBLE $ RETENTION $10,000 $ WORKERS COMPENSATION AND X I TORY LIMITS ER C EMPLOYERS'LIABILITY 162993101 07/01/01 07/01/02 E.L.EACH ACCIDENT $1,000,000 E.L.DISEASE-EA EMPLOYEE $1.,000,000 E.L.DISEASE-POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Re: All Operations of the Named Insured - Additional Insured Form CG2026 Attached - 10 Days Notice to Cancel for Non-Payment or Non-Reporting of Payroll CERTIFICATE HOLDER Y I ADDITIONAL INSURED;INSURER LETTER: A CANCELLATION CITYAT3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN City of Atascadero NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL VIA FAX 805-461-7615 IMPOSE NO OBLIGATI LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Attn: Valerie Humphrey 6500 Palma Avenue REPRESENTATIVES. Atascadero CA 93422 AUTHORIZED REP R ATIVE ACORD 25-S(7/97) ©ACORD CORPORATION 1988 COMMERCIAL LIABILITY 2ND REPRINT CGL-ENDORSEMENTS APRIL 1994 INSURED NAME:E.O.C.of S.L.O. County Inc POLICY NUMBER: PHPK003157 COMMERCIAL GENERAL LIABILITY INSURANCE COMPANY: Philadelphia Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED---DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: City of Atascadero, its officers, agents, and employees 6500 Palma Avenue Atascadero, CA 93422 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED(Section II)is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 1185 Copyright, Insurance Services Office, Inc., 1984 'err►+ „` COMMERCIAL LIABILITY 2ND REPRINT CGL-ENDORSEMENTS APRIL 1994 INSURED NAME: E.O.C.of S.L.O. County Inc POLICY NUMBER: PHPK003157 COMMERCIAL GENERAL LIABILITY INSURANCE COMPANY: Philadelphia Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED---DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: City of Atascadero, its officers, agents, and employees 6500 Palma Avenue Atascadero, CA 93422 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED(Section II)is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 1185 Copyright, Insurance Services Office, Inc., 1984