HomeMy WebLinkAbout2000-008 Escuela Del Rio CITY OF ATAS A ERO
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*Nov
AGREEMENT FOR GRANT OF CDBG FUNDS
TO PROVIDE FOR REHABILITATION AND REMODEL
AT THE ESCUELA DEL RIO FACILITY
THIS AGREEMENT is made and entered into this 3rzt day of J�,v , t999, by
and between ESCUELA DEL RIO, a California nonprofit corporation (hereinafter
referred to as "ESCUELA DEL RIO", and the CITY OF ATASCADERO, a political
subdivision of the State of California (hereinafter referred to as "the City").
WITNESSETH:
WHEREAS, ESCUELA DEL RIO operates a facility that serves severely,
profoundly developmentally disabled adults; and
WHEREAS, ESCUELA DEL RIO requested funding in the amount of $50,000
through the Community Development block Grant (CDBG) Program to provide for the
rehabilitation and remodel(hereinafter referred to as "the Project"); and
WHEREAS, on April 30, 1999, 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 "1999 Consolidated Plan," providing for $50,000 from the 1999 CDBG
Program to enable ESCUELA DEL RIO to carry out the project; and
WHEREAS, HUD approved the 1999 one year action plan of the consolidated
Plan by executing a grant agreement; and
WHEREAS, ESCUELA DEL RIO is an eligible entity (a nonprofit 501(C)(3)
corporation) to act as designated project sponsor and, as such, ESCUELA DEL RIO will
carry out the Project; and
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NOW, in consideration of the mutual promises, recitals and other provisions
hereof, the parties agree as follows:
1. Scope of Activities
(a) Within 18 months after the approval of this Agreement, ESCUELA DEL
RIO shall complete the Activities shown below:
(i) Secure all necessary City approvals and permits for the Project.
(ii) Complete construction of the Project and obtain final inspection
approval.
(b) During the term of this Agreement ESCUELA DEL RIO shall operate the
existing facility as above described.
(c) During the term of this Agreement ESCUELA DEL RIO will not transfer,
assign, lease, sell, encumber or submit to judicial or non judicial foreclosure proceedings
of the project site without providing written notice to and receiving the written approval
of the City.
2. Reporting
(a) ESCUELA DEL RIO shall submit quarterly progress reports to the City
Administrative Services Department describing the progress made toward accomplishing
the above-listed activities. ESCUELA DEL RIO 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 ESCUELA DEL RIO
has accomplished, with sufficient detail to enable the City to properly evaluate
ESCUELA DEL RIO performance in completing the objectives and activities of the
Project.
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(b) ESCUELA DEL RIO further agrees to submit an annual report to the City
Administrative Services Department certifying the continuing operation of the facility on
the property.
(c) The City shall prepare and submit all CDBG reports required under its
Grant Agreement with HUD.
3. City Responsibilities
City shall be responsible for fulfilling responsibilities of the Grantee pursuant to
the Grant Agreement.
4. Relationship to Grant Agreement
ESCUELA DEL RIO 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. ESCUELA DEL RIO 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 ESCUELA DEL
RIO. ESCUELA DEL RIO 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.
ESCUELA DEL RIO 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.
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5. Compensation
Subject to the terms and conditions of this Agreement (including the availability
of CDBG funds to the City), City shall provide to ESCUELA DEL RIO the amount of
$50,000 to enable ESCUELA DEL RIO carry out the Project. In no instance shall the
City be liable for any costs of the Project in excess of$50,000, nor for any unauthorized
or ineligible costs. ESCUELA DEL RIO shall not obligate or expend any part of the
$50,000 for purposes other than the rehabilitation and remodel projects at the Atascadero
facility. Payment for the foregoing shall be in accordance with the following procedure:
(a) ESCUELA DEL RIO shall submit a request for payments to the City,
along with documentation (work invoices, inspection reports, photos, etc.) for those
activities for which the payments are being requested.
(b) Payment will be made to ESCUELA DEL RIO within 30 days of the
request being approved by the City. ESCUELA DEL RIO shall pay the contractor for
work completed.
(c) Ten percent of the grant amount will be withheld pending final approval of
the completed work.
(d) If the Project is not successfully completed, the $50,000 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
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7. Termination of Agreement for Cause
If City determines that ESCUELA DEL RIO 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 ESCUELA DEL RIO has failed
to fulfill its obligations under this Agreement in a timely and professional manner, or if
ESCUELA DEL RIO 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 ESCUELA DEL RIO makes a general
assignment for the benefit of ESCUELA DEL RIO creditors, or if a receiver should be
appointed in the event of ESCUELA DEL RIO insolvency, then City shall have the right
to terminate this Agreement effective immediately upon giving written notice thereof to
ESCUELA DEL RIO. 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 ESCUELA DEL RIO Agreement for cause is
defective for any reason, including but not limited to City's reliance on erroneous facts
concerning ESCUELA DEL RIO performance, or any defect in the notice thereof, City's
maximum liability shall not exceed the amount payable to ESCUELA DEL RIO 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
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date of such termination. Contractor shall be paid for all work satisfactorily complete,
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 c
this Agreement are fiznds furnished to City through HUD pursuant to the provisions c
the Act. Notwithstanding any other provision of this Agreement, the liability of Cit
shall be limited to CDBG funds available for the project. ESCUELA DEL RI(
understands that City must wait for release of funds from HUD before grant funds ma
be advanced or reimbursed. City shall incur no liability to ESCUELA DEL RIO, it
officers, agents, employees, suppliers, or contractors for any delay in making any suc
payments.
10. Reimbursement of Improper Expenditures
If any time within applicable statutory periods of limitation it is determined b
City or by HUD or its duly authorized representatives, or by the United States Secretai
of Treasury or his duly authorized representatives that funds provided for under the tern
of this Agreement have been used by or on behalf of ESCUELA DEL RIO in a manner c
for purposes not authorized or prohibited by said Act or regulations adopted pursuas
thereto ESCUELA DEL RIO shall, at City's request, pay to city an amount equal to or
hundred percent of the amount improperly expended.
11. Employment Status
ESCUELA DEL RIO shall, during the entire term of this Agreement, t
construed as a contractor, and nothing in this Agreement is intended nor shall t
construed to create an employer-employee relationship or a joint venture relationshi
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Neither ESCUELA DEL RIO nor any of ESCUELA DEL RIO 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 ESCUELA DEL RIO obligations under this
Agreement.
12. Inspections
The City reserves the right to inspect any work performed hereunder to ensure
that the work is being and has been performed in accordance with the applicable federal,
state and/or local requirements, and this Agreement. ESCUELA DEL RIO agrees that all
work found by such inspections not to conform to the applicable requirements shall be
corrected and that city may withhold payments to ESCUELA DEL RIO until such
corrections are completed.
13. 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 ESCUELA DEL
RIO 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
ESCUELA DEL RIO 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) ESCUELA DEL RIO understands that ESCUELA DEL RIO 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.
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14. 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 ESCUELA DEL RIO. 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.
15. Indemnification
ESCUELA DEL RIO 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 ESCUELA
DEL RIO 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)
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any wrongful act or any negligent act or omission to act on the part of ESCUELA DEL
RIO or of agents, employees, or independent contractors directly responsible to
ESCUELA DEL RIO; 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
ESCUELA DEL RIO, its agents, employees, or independent contractors and the City, its
agents, employees, or 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.
16. Insurance
ESCUELA DEL RIO shall obtain and maintain for the entire term of this
Agreement and ESCUELA DEL RIO shall not perform any work under this Agreement
until ESCUELA DEL RIO 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 — ESCUELA DEL RIO 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 ESCUELA DEL RIO operations in the performance of this Agreement,
including, without limitation, acts involving vehicles. The amount of insurance shall be
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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.
(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, ESCUELA DEL RIO is required to be insured against liability for
workers' compensation or to undertake self-insurance for any individuals working as
employees of ESCUELA DEL RIO. ESCUELA DEL RIO 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
ESCUELA DEL RIO:
(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
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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.
(3) Approval of the insurance by City shall not relieve or decrease the extent
to which ESCUELA DEL RIO may be held responsible for payment of damages
resulting from ESCUELA DEL RIO services or operations pursuant to this
Agreement.
(d) If ESCUELA DEL RIO 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.
17. Equal Employment Opportunity
During the performance of this Agreement, ESCUELA DEL RIO 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.
18. 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
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unless in writing and signed by all parties hereto. ESCUELA DEL RIO specifically
acknowledges that in entering into and executing this Agreement, ESCUELA DEL RIO
relies solely upon the provisions contained in this Agreement and no others.
19. 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 ESCUELA DEL RIO 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 ESCUELA DEL RIO for the purpose of this Agreement
over and above the funds expressly allocated under the terms of this Agreement.
20. Contractors and Subcontractors
ESCUELA DEL RIO agrees to, and shall require its subcontractors to agree to:
(a) Perform the work in accordance with federal, state and local housing and
building codes as applicable.
(b) Comply with the Labor Standards described in 24 CFR 570.603 and with
the provisions of the California Labor Code, as applicable.
(c) Comply with the applicable Equal Opportunity requirements described in
24 CFR 570.607.
(d) Maintain at least the minimum state-required workers' compensation
insurance for those employees who will perform the work or any part of it.
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(e) Maintain, if so required by law, unemployment insurance, disability
insurance and liability insurance in an amount to be determined by the State which is
reasonable to compensate any person, firm, or corporation who may be injured or
damaged by ESCUELA DEL RIO or any subcontractor in performing the work or any
part of it.
21. Compliance with City, County and State Laws and Regulations
ESCUELA DEL RIO 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 ESCUELA DEL RIO, its
subcontractors, and the work.
22. Compliance with Federal Laws and Regulations
ESCUELA DEL RIO agrees to comply with all federal laws and regulations
applicable to the CDBG program and to the work.
23. No Assignment Without Consent
Inasmuch as this Agreement is intended to secure the specialized services of
ESCUELA DEL RIO, and ESCUELA DEL RIO 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.
24. 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
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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.
25. 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.
26. Binding on Successors in Interest
All provisions of this Agreement shall be binding on the parties and their heirs,
assigns and successors in interest.
27. 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.
28. Patents & Royalties
(a) ESCUELA DEL RIO 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 ESCUELA DEL RIO and delivered to the City upon completion of the Project, if
required.
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(b) ESCUELA DEL RIO 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.
29. 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: Administrative Services
Director, City of Atascadero, 6500 Palma Avenue, Atascadero, CA 93422. Notices
required to be given to ESCUELA DEL RIO shall be addressed as follows: ESCUELA
DEL RIO, Attention Sherry Fontan, Executive Director, P.O. Box 6007, Atascadero, CA
93423.
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.
ESCUELA DEL RIO CITY OF ATASCADERO
S erry Fon xe utive Director Wade McKinney, City Ma ger
APPROVED AS TO FORM AND LEGAL EFFECT:
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City orney
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