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09-074 Human Service Grant Funds - OutreachHUMAN SERVICE GRANT FUNDS CITY/NON-PROFIT CONTRACT THIS Contract is entered into between the CITY OF CUPERTINO, a political subdivision of the State of California (hereinafter "CITY"), and Outreach a non-profit corporation (hereinafter "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of Human Service Grant funds (hereinafter "Grant") to CORPORATIOw on Apri115.2008. WITNESSET]EI WHEREAS, CITY has reserved a portion of its General Fund to be used on activities that benefit Cupertino's residents; and, WHEREAS, CITY has agreed to the use by (CORPORATION of a portion of CITY' S Human Service Grant budget for the Project as described below to be operated within CITY and will benefit low and very low-income households; NOW, THEREFORE, the parties agree as follows; I. PROJI:CT CITY agrees to allocate a portion of its current Human Service Grant budget to CORPORATION, being the sum of Seven Thousa~id One Hundred Fifteen Dollars and No Cents ($7,115.001 for the purpose of implementing; the CORPORATION' S project (hereinafter "Project"), as more particularly described in numerous exhibits marked as noted herein, attached to this Contract, incorporated by this reference, as though fully set forth, as follows: Exhibit "A" (Project Description), Exhibit "B" (Project Work P1,an), Exhibit "C" (Proposed Implementation Time Schedule), Exhibit "D" (Project Budget), Exhibit "E" (Certifications), Exhibit "F" (Assurances), and Exhibit "G" (Indemnity and Insurance Requirements). II. TElZ1VI A. The purpose of this Contract is for the CIT`r' to disburse Grant funds for eligible activities. Unless amended prior to its expiration, ~:he term of this Contract for disbursement purposes will begin on Julv 1, 2008 and will end on June 30, 2009 unless terminated earlier pursuant to Section VI or Section VII of this Contract. B. The term of the expenditure by CORPORATION of the allocation provided for herein will begin on July 1, 2008 and terminate on the earliest of the following dates as set forth herein: June 30, 2009, or later date per amendment to this. Contract; or upon the termination date established pursuant to Section VI or Section VII of this Contract. III. SECOND YEAR RENEWAL OPTIONS The term of this Contract may be extended by an amendment to disburse the CITY'S Grant funds authorized by City Council for the fiscal year subsequent to the initial term of this Contract, contingent on the following requirements and process: A. Authorization by CITY from the U.S. Department of Housing and Community Development (HUD) to expend funds for the purposes of this Contract; B. CITY'S appropriation of funds for this Project effective until July 1, 2009; C. CORPORATION'S satisfactory performance, as determined by the CITY, of all it's obligations as stated in this Contract for the period July 1, 2008 through June 30.2009; D. Submission to CITY of Proof of Insurance for the period July 1, 2009 through June 30, 2010. IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION will: 1. Provide CITY with copies of the following documents, evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation under the laws of the State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Service non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 2. During the Contract term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to DIRECTOR. 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. Page 2 of 12 H:\-CDBG\Subrecipient Ageements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Ageement.doc 4. Open to the public, meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the PROGRAM within the City of Cupertino, for the purpose of benefiting low and very low-income households. 2. File quarterly reports as required by CITY on the type and number of services rendered through the operation of the PROGRAM, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the PROGRAM is achieving its objectives and goals according t:o the standards established by CITY. The progress reports will be due ten days after the- close of each reporting period and must cover the three months immediately preceding the date on which the report is filed. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award, inform CITY within ten days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate project-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino General Funds." 6. CORPORATION agrees it will carry out the principles as provided in Presidents Executive Order 11246 of September 24, 1965. 7. CORPORATION will comply with Section 281 of the National Affordable Housing Act. C. Fiscal Responsibilities of CORPORATION. CORPORATION will: 1. Appoint and submit the name of :i fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. Page 3 oi' 12 H:\-CDBG\Subrecipient Agreements\EIuman Service Grants\Outreach and Escort\2008-09 Outreach and Escort Agreement.doc 2. If the term of this Contract is extended by an amendment for a second fiscal year, submit a satisfactory Audit within 150 days of CORPORATION'S fiscal year encompassed by the first year of this Contract. 3. Document all PROJECT costs by maintaining records in accordance with Section III, Paragraph D below. 4. Submit to the CITY, based on an agreed upon schedule, a request for payment, together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract term. Funds not disbursed will be returned to the Competitive Housing Pool for future reallocation. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit G, "Indemnity and Insurance Requirements." 6. Items 1) through 6) above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Contract. 7. If CORPORATION does not use CDBG funds in accordance with the requirements of this Contract; CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings, which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non- Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. Maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, client 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 or anticipated to be incurred to perform this Contract or to operate the PROJECT, and (b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided for the Project. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: Page 4 of 12 H:\-CDBG\Subrecipient Agreements\Human Service Giants\Outreach and Escort\2008-09 Outreach and Escort Agreement.doc 1. Until five years following date of fi~~al payment of this contract, or 2. For such longer period, if any as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made ;available for a period of five years from the date of termination. F. Examination of Records and Facilities. At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of (a 1 five years after final payment under this Contract, (b) five years from the date of termination of this Contract, or (c) such longer period as may be described by applicable law, have access to ~md the right to examine its plants, offices and facilities used in the performance of this Contract or the operation of the PROJECT, and all its records with respect to the PROJECT and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transa~~tions 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 the PROJECT and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors, and employees, if any, to become familiar and comply with all applicable federal, state and loc:al laws, ordinances, codes, regulations and decrees. H. Suspension and Termination. Suspension or termination of this Contract may occur if the CORPORATION materially fails to comply with any term of the award, and that the award may be terminated for convenience. I. Reversion of Assets. Upon expiration or termination of this Contract, the CORPORATION will transfer to the CITY any Human Service Grant funds on hand at the time of expiration and any accounts receivable attributable to the use of funds. IV. OBLIGATION S OF CITY A. Method of Payment. During the term of this Contract, CITY shall disburse CDBG funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the PROJECT, not to exceed the total sum of Seven Thousand One Hundred Fifteen Dollars ;and No Cents ($7.115.00). CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based o~i CORPORATION' Snon-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit B, ("Project Work Plan"), failure to submit adequate progress reports as required herein or other incide~its ofnon-compliance as described in Section Page 5 of 12 H:\-CDBG\Subrecipient Ageements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Agreement.dce VI, Paragraph B of this Contract or based on the refusal by CORPORATION to accept any additional conditions that may be imposed by HUD at any time, or based on the suspension or termination of the grant to CITY made pursuant to the Housing and Community Development Act of 1974, as amended. V. PROGRAM COORDINATION A. CITY. The CITY Executive will assign a single DIRECTOR for CITY who will render overall supervision of the progress and performance of this Contract by CITY. All services agreed to be performed by CITY will be at the overall direction of the DIRECTOR. B. CORPORATION. As of the date hereof, CORPORATION has designated Kathryn Heatlev to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Vera Gil Housing Services Division Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CORPORATION: Kathryn Heatlev Executive Director Out_ reach Corporation 90 Rock Avenue Suite 10 Address of Corporation San Jose. CA 95131 City, State, ZIP All notices will either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72) hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. VI. CONTRACT COMPLLAIVCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROJECT performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements, records, information and reports necessary Page 6 of 12 H:\-CDBG\Subrecipient Agreements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Agreement.doc for DIRECTOR to monitor, review and evaluate the performance of the PROJECT and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by C[TY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: 1. If CORPORATION (with or without knowledge) has made any material misrepresentation of any nature with respect t~~ any information or data furnished to CITY in connection with the PROJECT. 2. If there is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the PROJECT. 3. If CORPORATION has taken any action pertaining to the PROJECT, which action required CITY approval, and such approval was not obtained. 4. If CORPORATION is in default under any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Project Work Plan"). C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any correcti~re action recommendation. CITY will have the right to require the presence of CORPORATION' S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CIT`~ may suspend payments hereunder or terminate this Contract as set forth in Section VII bel~~w. Page 7 of 12 H:\-CDBG\Subrecipient Ageements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Ageement.doc VII. TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non-compliance as defined in Section VI, Paragraph B; CORPORATION is in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or; there is reliable evidence that CORPORATION is unable to complete the Project as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VI, either CITY or CORPORATION may suspend or terminate this Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued. C. In the event that this Contract is terminated, CORPORATON may be required to return funds according to HUD regulations. D. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG entitlement fund granted to CORPORATION pursuant to this Contract. VIII. PURCHASING REAL OR PERSONAL PROPERTY CORPORATION and CITY will comply with all applicable Federal Regulations as detailed by 24 CFR Part 570, Subpart J, i.e. 570.500 (Definitions), 570.503 (Agreements with Subrecipients), 570.504 (Program Income), and 570.505 (Use of Real Property), with regards to the use and disposal of Real or Personal Property purchased in whole, or in part, with CDBG funds. In addition, 24 CFR Part 85 (the Common Rule) includes definitions which apply to CDBG Real Property, however, the Common Rule section governing Real Property (CFR 85.31) DOES NOT APPLY TO CDBG ACTNITIES. A. The following definitions apply to this Contract pursuant to 24 CFR, Part 58 (Common Rule) 85.3: 1) Equipment means tangible, non-expendable, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit. 2) Title as defined in detail in 24 CFR, Part 85.32 (a). 3) Use as defined in detail in 24 CFR, Part 85.32 (c) (1). 4) Supplies as defined in detail in 24 CFR, Part 85.33. Page 8 of 12 H:\-CDBG\Subrecipient Agreements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Agreement.doc 5) Procurement, Use and Disposition o:E Real Property as defined in detail by 24 CFR, Part 570.503 (Agreements with Subrecipients), 570.505 (LJse of Real Property), and 570.504 (Program Income). B. Security Document. As a condition precedent to CITY loaning funds for the purchase of real property or an option to purchase real property, CORPORATION will prepare and execute a Loan Agreement (Exhibit IT), Promissory Note, Deed of Trust and such other Contracts restricting the use of said real property for purposes consistent with this Contract, HUD and CDBG requirements. C. Grants. If a grant is provided for the acquisition of real property, CORPORATION will continually operate its Project for a minimum period of six 6) years from the effective date of this Contract. This obligation will survive the term o~Fthis Contract, the assignment or assumption of this Contract and the sale of the property prior to expiration of the obligation period as set forth in this paragraph. If this obligation is not fully met, CORPORATION may be required to reimburse the CITY. The CITY may consider, but will not be limited by, the following factors in calculating the reimbursement obligation: initial grant sum; the duration of the initial contractual obligation to operate the Project versus the actual duration of operation and; the appreciated value. D. Relocation, Acquisition, and Displacement. CORPORATION agrees to comply with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing CDBG funds, and to the displacement of persons, businesses., and non-profit organizations as a direct result of any acquisition of real property utilizing CDBG funds. CORPORATION agrees to comply with applicable state laws, City Ordinances, F;esolutions, and Policies concerning displacement of individuals from their residences. IX. PROGRAM INCOME Income generated by the Project, is Program Income rind shall be regulated by all provisions of Title 24 CFR 570 Subpart J "Grant Administration," :170.503 "Agreements with Subrecipients," and 570.504 "Program Income." CORPORATION v~~ill annually report all program income generated by activities carried out with CDBG funds made available under this Contract. By way of further limitations, CORPORATION may use such. income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the CITY at the end of the Contract period. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between CORPORATION and CITY. CORPORATION, including its officers, employees, agents or independent contractors or subcontractors, shall not have any claim under Page 9 of 1:'. H:\-CDBG\Subrecipient Agreements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Ageement.doc this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY A. None of the work or services to be performed hereunder will be assigned, delegated or subcontracted to third parties without the prior written approval of CITY. Copies of all third party contracts shall be submitted to CITY at least ten days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or sub-contract, the subcontractors, assignees or delegates shall be deemed to be employees of CORPORATION, and CORPORATION will be responsible for their performance and any liabilities attaching to their actions or omissions. B. This Contract may not be assumed rior assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY. XII. DISCLOSURE OF CONFIDENTL~I. CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the PROJECT pursuant to this Contract 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 written permission of the applicant, such information will be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities under this Contract, including those furnishing services under the PROJECT through approved subcontracts. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit G, "Indemnity and Insurance Requirements," CORPORATION will indemnify and hold harmless the CITY, its employees, agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION'S Project to comply with applicable laws, ordinances, codes, regulations and decrees, including without limitation those set forth in Exhibit E, "Certifications." XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect touch breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to Page 10 of 12 H:\-CDBG\Subrecipient Agreements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Agreement.doc CORPORATION on any item, which is not eligible for payment under the PROJECT or this Contract. XV. NON-DISCRIr/IINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, einpl~~yee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, poli~:ical beliefs, organizational affiliations, or marital status in the recruitment, selection for training; including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of p,~y or other forms of compensation. Nor shall CORPORATION discriminate in provision of s~;rvices provided in this Contract because of age, race, color, national origin, ancestry, religion, seaJgender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included iii CORPORATION's contracts with sub- contractors and vendors when utilizing the CDBG funds disbursed for this project. XVI. AMENDIVIENTS Other than the amendment related to a second year renewal option as stated in Article III. above, amendments to the terms or conditions of this Contra~;t must be requested in writing by a duly authorized representative of the party desiring such amendments, and any such amendment shall be effective only upon the mutual agreement in waiting of the parties hereto. Amendments will not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its obligations under this Contract. XVII. INTEGRATED DOCUMENT This Contract contains the entire Agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral Agreemt;nts with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms of obligations contained in any documents comprising this Agreement. XVIII. MISCELLr~NEOUS A. The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, ~~e held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. Page 11 of 1:? H:\-CDBG\Subrecipient Agreements\Human Service Grants\Outreach and Escort\2008-09 Outreach and Escort Agreement.doc B. All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit "A" (PROJECT Description), Exhibit "B" (PROJECT Work Plan), Exhibit "C" (Proposed Implementation Tune Schedule), Exhibit "D" (Project Budget), Exhibit "E" (Certifications), Exhibit "F" (Assurances), Exhibit "G" (Indemnity and Insurance Requirements), Exhibit "H" (Loan Agreement) if applicable, and Exhibit "I" (Contracting Principles Documents). C. The persons signing below are duly authorized to execute this Contract. IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. AGENCY: Outreach By: Kathryn Heatley (print name) ~,'~ S/ i ~~ ~ 7 `~~ xe~utive Di ector ~ Date CITY OF CUPERTINO: By: 6-~ David W. Knapp Date City Manager APPROVED AS TO FORM AND LEGALITY: ~~ ~, l r I I /~ ~ ~^ ~"v I ~ - ~, ~ ~ I '~`i L ~ Caro Korade Date City Attorney ~~~i ,~~d- ~-..,, ~,' , ~~ 1- J~- cY '~ ~- ~'` ~~ t t ~~. ~~' ATTEST: Kimberly Smith Date City Clerk Page 12 of 12 H:\-CDBG\Subrecipient Agreements\Fiuman Service Grantsl0utreach and Escort\2008-09 Outreach and Escort Agreement.doc EXHIBIT A PROJECT PROPOSAI. COVER SHEET Name or wppncana. Outreach & Escort Inc. Contact Person: Bill Schwarz 926 Rock Ave., Suite 10 Telephone number: (4081436-2865 Name of ProjecUProgram: Special Needs Tran. ProjecUProgram Location: City-wide ^ Single Family rtation city: San Jose Fax Number: (4081382-0470 rroy~a~u ~~a~. 2008-2009 Project # (For Office Use Only State: Zip Cod CA 95131 E-mail Address: bills(a),outreach2.or ^ Homeownership ^ New Construction ^ Multifamily ^ Rental ^ Rf:habilitation ^ Mixed Use ® Public Service Project Description: Please describe the project with as many detalresidents that will bes erved,rservices that will be as the number of units, number of Cupertino provided, etc. Project provides frail seniors and disabled al~tut it on r ro rams, tschoolrtetcon P ojectdwill appointments, shopping, adult daycare, Senior P g subsidize $1.00 of the $3.50 rider's fare charged to ADA Paratransit Service riders who are Cupertino residents. Project funding will subsidize 6,215 one-way paratransit trips made by Cupertino residents. UTREA Vice President - Clperations CITY OF CUPERTINO PROJECT WORK PLAN FY 2008/2009 AGENCY NAME Outreach & Escort Inc. PROJECT NAME Special Needs Transportation Specific Activities Products or Milestones to be accomplished (Use Specific Numerical Data When Possible) 1. Provide ADA Paratransit Service rider's fare subsidies to frail seniors and disabled Rider's Fare subsidies for ADA Paratransit Service adults who are Cupertino residents. qualified Cupertino residents 2. Serve 160 unduplicated Cupertino residents Serve ADA Paratransit Service qualified Cupertino residents EXHIBIT B DATE PREPARED April 1, 2009 Benchmarks or Beneficiaries For Each Quarter 1St Quanti When Possible 3r 4 TOTAL EXHIBIT C Proposed Implementation Time Schedule Fiscal Year 2008 - 2009 Agency Name: Outreach & Escort Inc. Project Name: Special Needs Transportation Date: April 1, 2009 S ~ ecific Activities. ,Jul Auk Se Oct ~ `Nov Dec J'at~ Feb `b~Tar A r Mav ~~ Jun ADA Paratransit Service Rider's Fare Subsidies X X X r.nnini i L BUDGET For Grant Amount FY 2008 /2009 Agency Name: Outreach & Escort Inc. Project Name: Special Needs Transportation Date Prepared: April 1, 2009 CATEGORY BUDGET FOR YEAR SALARIES: Personnel Benefits OFFICE EXPENSE: Rent Telephone/Fax Printing Travel Utilities Office Supplies Postage Equipment Maintenance /Repair Paratransit Service Rider's Fare $6,215.00 PROJECT EXPENSES: Accounting Services $900.00 Auditing Fees Insurance Davis Bacon Compliance PROJECT CONSTRUCTION: Appraisal Engineering Services ArchitecturaUDesign Acquisition TOTAL: $7,115.00 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CO]vTRACTS Definition of Contractor: The "Contractor" as the word is used herein is the party contracting with the City of Cupertino for the direct distribution of CDBG funds. If your organization will be contracting for construction work (such as gener~il contractors building rental apartments) to undertake a Program (as defined in this Non-Profit/City Contract) then the requirements set forth herein shall be complied with by the party contracted with for construction work protecting both the non-profit and the City. Indemni The Contractor shall indemnify, defend, and hold h~~rmless the City of Santa Clara (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, de~rend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification o:F the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Housing and Community Development Program at the address set forth in this Contract at Section VI. PROGRAM C~~ORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed vrith the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. EXHIBIT E -NON-PROFITS 1 REVISED 6/8/95 B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Quali ing Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Re uired 1. Comprehensive General Liability Insurance -for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance -for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 c. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Contract. EXHIBIT E -NON-PROFITS 2 REVISED 6/8/95 d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to thc; limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by t1'~is policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. c. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of"such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. EXHIBIT E -NON-PROFITS 3 REVISED 6/8%95 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. c. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond -Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. ~ecial Provisions EXHIBIT E -NON-PROFITS 4 REVISED 6/8/'95 The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including taut not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-:insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. c. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immedi,~tely suspend work at Contractor's expense until a new policy of insurance is in effect. EXHIBIT E -NON-PROFITS 5 REVISED 6/8/-S ADDENDUM TO EXHIBIT "E" BASIC INSURANCE AND BOND REQUIREMENTS FOR CONSTRUCTION PROJECTS USING CITY FUNDS If your organization will be contracting for construction work (such as general contractors building rental apartments) to undertake a Program (as defined in this Non-ProfitJCity Contract) then the requirements set forth in this Addendum to Exhibit "E" shall be complied with by the party contracted with for construction work protecting both the non-profit and the City. Indemnity The General Contractor (hereinafter referred to as "General") shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees, and the Contractor, it's officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by General and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City or the Contractor. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City and the Contractor. The General shall reimburse the City and the Contractor for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the General is obligated to indemnify, defend and hold harmless the City and the Contractor under this Contract. Insurance Without limiting the General's indemnification of the City and the Contractor, the General shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the General shall provide an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. Individual endorsements executed by the insurance carrier shall accompany the Certificate. This verification of coverage shall be sent to the Contractor at the address stated below and to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the Contractor and final approval by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation or Reduction of Coverage EXHIBIT E -NON-PROFITS 6 REVISED 6/8/'95 All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department as stated above, and the Contractor at the following address: Outreach Contractor's Name 90 Rock Avenue, Suite A Street Address San Jose, CA 95131 City, State, :Zip C. Quali ing Insurers 1. All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved. by the City. 2. Surety coverage (including bid, performance; and payment bonds) shall be required as follows: a. For projects in excess of $100,000: 1. Either a California Admitted Surety OR a current Treasury Listed Surety (Federal Register); and either a current A.M. Best A IV rated Surety OR a current Standard and Poors (S~'zP) rating of A; 2. An admitted surety insurer v~~hich complies with the provisions of the Code of Civil Procedure, Section 995.660*; OR 3. In lieu of 1 & 2, a company of equal financial size and stability that is approved by the City's Insuran~~e/Risk Manager. b. For projects between $25,000 and not exceeding $100,000: 1. A California Admitted Suret`~ and either a current A.M. Best B rated Surety OR a current Standard ~rnd Poors (S&P) rating of B B; OR 2. An admitted surety insurer v~hich complies with the provisions of the Code of Civil Procedure, Section 995.660`; California Code of Civil Procedure Section 995.660 in summary, states that an admitted surety must provide: 1) the original, or a certified copy of instrument authorizing the person ~vho executed the bond to do so; 2) a certified copy of the Certificate of Authority issued by the Insurance Commissioner; 3) a certificate from City Clerk of Santa Clara City that Certificate of Authority has not been surrendered, revoked, canceled, annulled or suspended; 4) a financial statement showing the assets and liabilities of the insurer at the end of the quarter calendar year, prior to 30 days next preceding the date of the execution of the bond. EXHIBIT E -NON-PROFITS 7 REVISED 6/8/95 OR 3. In lieu of 1 & 2, a company of equal financial size and stability that is approved by the City's Insurance/Risk Manager. D. Insurance Required I. Comprehensive General Liability Insurance -for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance -for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the General to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City and the Contractor: EXHIBIT E -NON-PROFITS 8 REVISED 6/8/'95 a. Additional Insured Endorsement: Insurance afforded by this policy shall also apply to the City of Cupertino and Contractor as additional insureds. b. Primary Insurance Endorsement: Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino and the Contractor shall be excess only and not contributing with insurance provided under this policy. Notice of Cancellation or Change of C~~verage Endorsement: This policy may not be canceled nor the coverage reduced by the Company without 30 days prior written notice of'such cancellation or reduction in coverage to the City of Cupertino CDBG Progr~im, and the Contractor at the addresses set forth on page 10 of this Addendum. d. Severability of Interest Endorsement• The insurance afforded by this policy ;hall apply separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occur•ence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees eng~~ged in services or operations under this Contract. 7. Work and Materials Insurance (including but not limited to Builder's Risk, Course of Construction, Installation Floater or similar first party property insurance for covering the interest of the Contractor and the City) shall be provided by the Contractor. The Contractor's coverage shall provide the following: EXHIBIT E -NON-PROFITS 9 REVISED 6/8/95 a. Coverage shall be provided on an "all-risk" basis. b. Coverage shall be provided on the work and materials which are the subject of this Contract, whether in process or manufacture or finished, including "in transit" coverage to the final agreed upon destination of delivery, and including loading and unloading operations, and such coverage shall be in force until the work and materials are accepted by the City. c. City and non-profit shall be named as additional insured as its interests may appear at the time of loss. d. Coverage shall be in an amount no less than the full replacement value of the property at the time of loss. e. The deductible shall not exceed $1,000 per occurrence unless otherwise approved by the City and shall be borne by the Contractor. f. If the construction contractor fails to maintain such insurance as is called for herein, the City shall have cause to terminate this Contract in accordance with Section V, paragraph B. 8. Bond Requirements The following bond requirements apply: a. Contract Bonds -Prior to execution of the Contract, Contractor shall file with the City on the approved forms, the two surety bonds in the amounts and for the purposes noted below, duly executed by a reputable surety company satisfactory to City, and Contractor shall pay all premiums and costs thereof and incidental thereto. Both Contractor and the sureties shall sign each bond. b. The "payment bond for public works" shall be in an amount of one hundred percent (100%) of the Contract price, as determined from the prices in the bid form, and shall insure to the benefit of persons performing labor or furnishing materials in connection with the work of the proposed Contract. This bond shall be maintained in full force and effect until all work under the Contract is completed and accepted by the City, and until all claims for materials and labor have been paid. c. The "performance bond" shall be in an amount of one hundred percent (100%) of the Contract price as determined from the prices in the bid form. and shall insure the faithful performance by Contractor of all work under the Contract. It shall also insure the replacing of, or making acceptable, any defective materials or faulty workmanship. EXHIBIT E -NON-PROFITS 10 REVISED 6/8/I S Should any surety or sureties be deemed unsatisfactory at any time by the City notice will be given Contractor to that effect, and Contractor shall forthwith substitute a new surety or sureties s<<tisfactory to the City. No further payment shall be deemed due or will be made under the Contract until the new sureties qualify and are accepted by the City. All alterations, time extensions, extra and additional work, and other changes authorized by the Specifications, or any part of the Contract, may be made without securing consent of the surety or sureties on the contract bonds. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to tree types and limits of insurance coverage to be maintained by the General and a~iy approval of said insurance by the City or the Contractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the General pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The Contractor reserves the right to withhold payments to the General in the event of material noncompliance with the insurance requirements outlined above. c. The Contractor shall notify the City Community Development Department promptly of all losses or claims over $25,000 resulting from work performed under this contract, or any products/completed operations loss or claim against the contractor resulting from any of the co:ntractor's work. EXHIBIT E -NON-PROFITS 11 REVISED 6/8/'95 EXHIBIT F ASSURANCES CORPORATION 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 and will be responsible for implementing and complying with all relevant future changes to Federal Regulations or OMB Circulars. Specifically CORPORATION gives assurances and certifies with respect to the PROGRAM that it is in compliance with the following Regulations as defined by 24 CFR, Part 570, Subpart J; 24 CFR, Part 570, Subpart K; and will be conducted and administered in conformity with "Public Law 88.352 and Public Law 90-284. 1. 570.601. Public Law 88-352 and Public Law 90-284; affirmatively furthering fair housing; Executive Order 11063, as amended by Executive Order 12259 addresses discrimination. HUD regulations implementing Executive Order 1106: are contained in 24 CFR, Part 107. 2. 570.602. Section 109 of the Act addresses discrimination. 3. 570.603. Labor Standards. 4. 570.604. Environmental Standards. 570.605. National Flood Insurance Program. 6. 570.606. Relocation, Displacement and Acquisition. 7. 570.607. Employment and Contracting Opportunities. 8. 570.608. Lead-Based Paint. 9. 570.609. Use of Debarred, Suspended, or Ineligible Contractors or Subrecipients. 10. 570.610. Uniform Administrative Requirement and Cost Principles. The CITY, its Subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines, and requirements of 24 CFR Part 85 (Common Rule), and OMB Circulars A-110 (Grants and Agreements with Non-Profit Organizations), A-1:~2 (Cost Principles for Non-Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR, Part 24), and A-133 (Audits of Institutions of Higher Education and Other Note-Profit Institutions), as applicable, as they relate to the acceptance and use of Federal funds cinder this part. The applicable sections of 24 CFR, Part 85 and OMB Circular A-100 are set forth at 570.502. 11. 570.611. Conflict of Interest. 12. 570.612. Executive Order 12372 allows States to establish its own process for review and comment on proposed Federal financial assistance; programs, specifically the use of CDBG funds for the construction or planning of water or sewer facilities. EXHIBIT F -ASSURANCES I REVISED / 1/1 S/00 CUPERTINO July 2, 2009 Paul Tatsuta Outreach and Escort, Inc. 926 Rock Avenue, Suite 10 San Jose, CA 9513-1605 To Whom It May Concern: OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-;1223 • FAX: (408) 777-3366 WEBSITE: www.cupertino.org A fully executed copy of your agreement with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Community Development Department at (408) 777-3308. Sincerely, CITY CLERK'S OFFICE Enclosure