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HomeMy WebLinkAbout2002-032 Cuesta College CDBG *MOW Nowot 1_C1_TY CF ATASCADERO CONTRACT# -}200-1-037- AGREEMENT FOR GRANT OF CDBG FUNDS TO THE CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER THIS AGREEMENT is made and entered into this L6�' `d_ay of f J;2002, by and between CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER, a California nonprofit corporation (hereinafter referred to as "CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER", and the CITY OF ATASCADERO, a political subdivision of the State of California(hereinafter referred to as "the City"). WITNESSETH: WHEREAS, CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER provides business consulting services; and WHEREAS, CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER requested funding in the amount of $3,000 through the Community Development block Grant (CDBG) Program to provide business consulting services for existing and start-up businesses for low to middle income residents and business owners in San Luis Obispo County; 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 Part 570), hereinafter referred to as the "2002 Consolidated Plan," providing for $3,000 from the 2002 CDBG Program to enable CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER to carry out the project; and WHEREAS, HUD approved the 2002 one year action plan of the consolidated Plan by executing a grant agreement; and 2002 CDBG—CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 1 r WHEREAS, CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER is an eligible entity (a nonprofit 501(C)(3) corporation) to act as designated project sponsor and, as such, CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER will carry out the Project; and NOW, in consideration of the mutual promises, recitals and other provisions hereof, the parties agree as follows: 1. Scope of Activities All funds received will be awarded within 18 months of the approval of this Agreement by the CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER. 2. Reporting (a) CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER shall submit quarterly progress reports to the City Administrative Services Department describing the progress made toward accomplishing the above-listed activities. CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER has accomplished, with sufficient detail to enable the City to properly evaluate CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER performance in completing the objectives and activities of the Project. 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 2 (b) CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER shall submit quarterly reports, using the form provided in this contract, relative to the Characteristics of persons benefiting from these funds as required under HUD regulations (c) The City shall prepare and submit all CDBG reports required under its Grant Agreement with HUD. 3. City esponsibilities City shall be responsible for fulfilling responsibilities of the Grantee pursuant to the Grant Agreement. 4. Relationship to Grant Agreement CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER acknowledges and agrees that this Agreement is subject to the obligations and limitations imposed on the City by the Grant Agreement and all future amendments to Grant Agreement and is intended to be in conformance and harmony with it. CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER further acknowledges that if the Grant Agreement is terminated by the United States Government, prior to its implementation by appropriation and/or funding, 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER. CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER hereby expressly agrees to the provisions of the Grant Agreement and further expressly agrees that nothing in this Agreement shall be deemed to require the City to perform an obligation in conflict with the Grant agreement. CUESTA COLLEGE SMALL 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 3 BUSINESS DEVELOPMENT CENTER further agrees that the city's rights to enter into amendments to the Grant Agreement is not, and shall not be restricted or impaired, in any way,by this Agreement. 5. Compensation Subject to the terms and conditions of this Agreement (including the availability of CDBG funds to the City), City shall provide to CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER the amount of $3,000 to enable CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER carry out the Project. In no instance shall the City be liable for any costs of the Project in excess of$3,000,nor for any unauthorized or ineligible costs. CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER shall not obligate or expend any part of the $3,000 for purposes other than providing youth scholarships. (c) If the Project is not successfully completed, the $3,000 will be returned to the City Administrative Services Director. 6. Term of Agreement The term of this Agreement shall commence on the date first above written and shall terminate 20 years from the date, unless sooner terminated as hereinafter provided. 7. Termination of Agreement for Cause If City determines that CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER has failed to fulfill its obligations under this Agreement in a 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 4 fir.+ timely and professional manner, or if CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER makes a general assignment for the benefit of CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER creditors, or if a receiver should be appointed in the event of CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER insolvency, then City shall have the right to terminate this Agreement effective immediately upon giving written notice thereof to CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER. 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER Agreement for cause is defective for any reason, including but not limited to City's reliance on erroneous facts concerning CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER performance, or any defect in the notice thereof, City's maximum liability shall not exceed the amount payable to CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER under paragraph five (5) of this Agreement. 8. 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 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 5 date of such termination. Contractor shall be paid for all work satisfactorily completed prior to the effective date of said termination. 9. 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. CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER, its officers, agents, employees, suppliers, or contractors for any delay in making any such payments. 10. Reimbursement of Improper Expenditures 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER in a manner or for purposes not authorized or prohibited by said Act or regulations adopted pursuant thereto CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER shall, at City's request, pay to City an amount equal to one hundred percent of the amount improperly expended. 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 6 Iftoe 11. Employment Status CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER nor any of CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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) CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER understands that CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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. 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 7 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. (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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER. 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. 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. CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER specifically acknowledges that in entering into and executing this Agreement, CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER relies solely upon the provisions contained in this Agreement and no others. 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 8 `rrrr+� 15. 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER for the purpose of this Agreement over and above the funds expressly allocated under the terms of this Agreement. 16. Compliance with City County and State Laws and Regulations CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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 CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER, its subcontractors, and the work. 17. Compliance with Federal Laws and Regulations CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER agrees to comply with all federal laws and regulations applicable to the CDBG program and to the work. 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 9 'rrry 18. No Assignment Without Consent Inasmuch as this Agreement is intended to secure the specialized services of CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER, and CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 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. 19. Law Governing and Venue 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. 20. 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. 21. Binding on Successors in Interest All provisions of this Agreement shall be binding on the parties and their heirs, assigns and successors in interest. 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 10 err+ 22. Effect of Waiver 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. 23. Patents &Royalties (a) CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER shall provide and pay for all licenses and royalties necessary for the legal use and operation of any of the equipment or specialties used in the Project. Certificates showing the payment of any such licenses or royalties, and permits for the use of any patented or copyrighted devices shall be secured and paid for by CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER and delivered to the City upon completion of the Project, if required. (b) CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER shall assume all costs arising from the use of patented materials, equipment, devices, or processes used in or incorporated in the Project and agrees to indemnify and hold harmless the City and its duly authorized representatives, from all suits of law, or actions of every nature for or on account of the use of any patented materials, equipment, devices, or processes. 24. 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 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 11 required to be given to City shall be addressed as follows: Administrative Services Director, City of Atascadero, 6500 Palma Avenue, Atascadero, CA 93422. Notices required to be given to CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER shall be addressed as follows: CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER, Attention: Ed Maduli, Vice President of Administrative Services, P.O. Box 8106, San Luis Obispo, CA 93403. 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. CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER Ed Maduli CITY OF ATASCADERO C • WADE G. McKINNEY City Manager APPROVED AS TO FORM AND LEGAL EFFECT: T R ANLEY City orney 2002 CDBG-CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 12 �rrY` Agency Name: Program Name: Quarterly/Year-End Report This Quarter Year to-date Total Charncteris#ics"of persons;benefiting: White,non-Hispanic Black,non-Hispanic Hispanic Asian/Pacific Islander American Indian/Alaskan Native Income less than 30%of median Income 31%to 50%of median Income 51%to 80%of median Male Female Developmentally disabled Physically disabled Age 18 or less Caber funds, Amount Cash Match 1. 2. Federal Government 1. 2. State 1. 2. Local 1. 2. Private Sources: 1. 2. 3. 4. 2002 CDBG—CUESTA COLLEGE SMALL BUSINESS DEVELOPMENT CENTER 13 NOV. 6.3002 12:33PM CUESTA COLL PRES OFF NO.153 P.1i3 ';: i Statewide Association of Community Colleges MEMORANDUM # SWC 00901-8 MEMORANDUM OF COVERAGE DECLARATIONS L COVERED PARTYNAME AND ADDRESS: Bay Area Community College Districts JPA _ SmWis Obispo.CountyCommuruty .oUgee J lstnct _ P.O.Box 8106 Sass Luis Obispo,CA 93403-8106 II. MEMORANDUM PERIOD: 12:01 A.M. Jay 1.2002 to JUIy 1 2003 �---� III. COVERAGE A LIABILITY Per Ora=nec, $ 5.000.000 (Except as Fdluws) A. Employee Benefit Frograme $ 50.000 per occ. B. Legal Epeuse for Breach $ 50,000 per occ. Of Contract,Except Employment Contracts C, Asbestos Claims: including Legal $--.350.000 per ora: Expense,Indemnification or Both IV. GOVERAGE B PROPer Occurrence, $1b0.00D.00D (Except as FORQWs) A. During Construction or InsmHation $ 10,000:000 per occ. B. Sp,tinlrlet Lealcage Damage caused by Earthquake $ 10.000.000 per occ. Posit/it°Fax Nona 7671 Qom�� G Pageer �^ V From Keenan&Associates •b bxmg Nm M51271 OolDapt • Phohe It Phone# Fax a ! rte.-- Fax 4 NOV. 6.2002 12:33PM CUESTA COLL PRES OFF NO.153 P.2/3 1 C. Equipment Breakdown,Excluding Electronic Data S 25,000,000 per occ. Processing Equipment(Except As Follows) 1.Extra Expense Limit $ 250.000 pet occ. 2,Hazardoujs Substanoe Limit $----LO 0,000 per occ. 1). Eleettonic Data Processing Equipment $ In, cluded per occ. k:. 1%Jewly Acquired Property $ 5.000.000 any one Location F, Personal Prop"of Otbers{Except as Follows) $ 1�_.per ocy._ 1. Any One item on Loans or Eshibltion $ 25.000 per occ. 2. Any One Elected or Appointed Official or Fmployce $ 1.000 per occ. 3, Any One Student $ 500 per occ, G. Property in Transit $ i.00o, LG per occ. H. Rental Value Including Rental Payments and $JALQ O.,.OdO per occ. Loss of use I. Transmission or Distribution Linea $ 5,000,0000 per o0c. J. Back Up of Seweza or Drains $jQ4Q0&L0 per aa. M Valuable Papers or Records $10,000.000 per occ. L. Loas of Revenues/Extra Expense 25.000.(10[1 per occ. V. Ct] MRAGE C CRIMI $ * per occ. (Coverage C Crime is Replaced by the Attached Dartford Crime Policy No.72BPEAY5330) SWACC H Keenan&Amdarea 200212003 Lles.m Nn 0451271 NOV. 6.2002 12:24PM CUESTA COLL PRES OFF NO.153 P.3i3 *MOO' VI. Ct7VER,A►G +D DEQ COM FOR IIwUMMM RELIED OR NON MONETARY RECOUME ACTIONS $ 100,000 per om VII. COVEREIIPARTY RETAINED LIMA A. Coverage A Liability(Except as follows) $ 100.000 per occ. 1.Legal Expense for Breach of Contract $ 10,000 per occ. 2.Professional Liability $ 5,000 pct occ. B_ Coverage B ftopertg(Except as Follows) $ 2 0,[ 0 per oce 1. Equipment Breakdown $ 1,000 per occ. 2. Ekc-txonic Data Processing Equipmenr $ 2,Q000 per ote. C. Coverage C Crime $ 500 per occ. D. Coverage D Defense Costs for Injunctive Relief $ Nil per occ. VIII. NAMED COVERED PARTY ES'T'IMATED CONTR><BtMON FOR THE MEMORANDUM PERIOD $ 198,190 _ THIS MEMORANDUM OF COVERAGE DECLARATIONS IS ATrA.C1-MD AND MADE AN INTEGRAL PART OF THE MEMORANDUM OF COVERAGE. FOR STATEWIAE ASSOCIATION OF COMMUNITY COLLEGPIS JOINT POWERS AUTHORITY BY 07/01/02 KFXzNAN AND ASSOCIA'T'ES,JPA MANAGER Issue]date ` SVIAM H) Keenan&Associates 2002/2003 License No.0451271