10-040 Senior Housing Solutions, CDBG-R P 6 1 0 - 8 - 0 fai 0
COMMUNITY DEVELOPMENT BLOCK T O NTT RECOVERY (CDBG -R)
CITYINON -PROFI 0—'24 v 7
THIS Contract is entered into pursuant to the Catalog of Federal Domestic Assistance `�
(CFDA) 14.218 by and between the CITY OF CUPERTINO, a political subdivision of the
Xate a 1 orni. hereinafter "CITY "), and
V , 01 / SENIOR HOUSING SOLUTIONS
a ; - :: corporation (hereinafter "CORPORATION "). The allocation of funds pursuant to
this Contract will be a loan or a grant. If the allocation f loan, then
by thislre reference as ough
Agreement) will be attached hereto and become part
fully set forth herein. CITY approved the allocation and disbursement of Community
Development Block Recovery Grant (hereinafter "CDBG -R ") funds to CORPORATION on
June 2, 2009.
WITNESSETH
WHEREAS, CITY has applied for and received CCDBG a d Recovery Urban Development
(hereinafter e
"PROGRAM ") from the United States Department of Housing
(hereinafter "HUD ") as an entitlement jurisdiction pursuant to the provisions of Title XII of the
American Recovery and Reinvestment Act of 2009, Title I of the Housing and Community
Development Act of 1974, as amended; and,
WHEREAS, CITY has agreed to the use by CORPORATION, as a subrecipient for
eligible public service activities, of a portion of CITY'S CDBG -R funding for the Project as
described below to be operated within CITY and
o will
he CDBGIR ow and Programvery ow- income
households or meet another National Objective
NOW, THEREFORE, the parties agree as follows;
I. PROJECT
CITY agrees to allocate a portion of its current CDBG -R funding, and /or program income
as defined in 24 CFR 570 Subpart J, "Grant Administration," to CORPORATION as a
subrecipient, being the sum of Thirty One Thousand Five Hundred Eleven Dollars and
Seventy Cents ($31,511.70) for the purpose o.F 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 Plan), Exhibit "C"
(Proposed Implementation Time 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).
II. TERM
A. The purpose of this Contract is for the CITY to disburse CDBG -R funds for eligible
activities. Unless amended prior to its expiration, the term of this Contract for disbursement
purposes will begin on August 21, 2009 and will end on September 30, 2012 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 August 21, 2009 and terminate on the earliest of the following dates as set forth
herein: September 30, 2012, or later date per amendment to this Contract; or upon the
termination date established pursuant to Section VI or Section VII of this Contract.
C. If the allocation is a loan, then the terms of the Loan Agreement (which is different from
the term of this Contract) shall be as specified therein (see Exhibit H, if applicable).
D. If the allocation is a grant for the purpose of acquiring real property, the term of Project
compliance will be as specified in Section VIII paragraph C. below.
III. 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.
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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 to 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 through the Housing and Community Development Act of 1974, as amended."
6. CORPORATION agrees it wall 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.
8. "Section 3" Clauses.
a. Compliance. Compliance with the provisions of Section 3, the
regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder
prior to the execution of this Contract, shall be a condition of the federal financial
assistance provided under this Contract and binding upon the CITY, the
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CORPORATION, and any sub - recipients. Failure to fulfill these requirements shall
subject the CITY, the CORPORATION, and any sub - recipients, their successors and
assigns, to those sanctions specified by the Contract through which federal assistance is
provided. The CORPORATION certifies and agrees that no contractual or other
disability exists which would prevent compliance with these requirements. The
CORPORATION further agrees to comply with these "Section 3" requirements and to
include the following language in all subcontracts executed under this Contract:
"The work to be performed under the Contract is a project assisted under a program
providing direct federal financial assistance from HUD and is subject to the requirements
of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C.
1701. Section 3 requires that to the greatest extent feasible opportunities for training and
employment be given to lower income residents of the project area and agreements for
work in connection with the project be awarded to business concerns which are located
in, or owned in substantial part by persons residing in, the areas of the project."
The CORPORATION certifies and agrees that no contractual or other disability
exists which would prevent compliance with the requirements.
b. Notifications. The CORPORATION agrees to send to each labor
organization or representative of workers with which it has a collective bargaining
agreement or other agreement or understanding, if any, a notice advising said labor
organization or worker's representative of its commitments under this Section 3 clause
and shall post copies of the notice in conspicuous places available to employees and
applicants for employment or training.
c. Subcontracts. The CORPORATION will include this Section 3 clause in
every subcontract and will take appropriate action pursuant to the subcontract upon a
finding that the sub - Subrecipient is in violation of regulations issued by CITY. The
CORPORATION will not subcontract with any sub - Subrecipient where it has notice or
knowledge that the latter has been found in violation of regulations under 24 CFR 135
and will not let any subcontract unless the sub - Subrecipient has first provided it with a
preliminary statement of ability to comply with the requirements of these regulations.
C. Fiscal Responsibilities of CORPORATION. CORPORATION will:
1. Appoint and submit the name of a 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.
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.
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3. Comply with the requirements of the American Recovery and Reinvestment
Act of 2009, the requirements and standards of Title 24 Code of Federal Regulations, Part
570 of the Housing and Urban Development regulations concerning CDBG and all
federal regulations and policies issued pursuant to these regulations and OMB Circular
No. A -122 "Cost Principles for Non - Profit Organizations, and with the following
Attachments to OMB Circular A- 110:"
a) Attachment A, "Cash Depositories," except for paragraph 4 concerning
deposit insurance;
b) Attachment B, "Bonding and ] nsurance;"
c) Attachment C, "Retention and Custodial Requirements for Records ", except
that in lieu of the provisions in paragraph 4, the retention period for records
pertaining to individual CDBG -R activities starts from the date of submission of
the annual performance and evaluation report, as prescribed in 570.507, in which
the specific activity is reported on for the final time;
d) Attachment F, "Standards for Financial Management Systems;"
e) Attachment H, "Monitoring and Reporting Program Performance,"
paragraph 2;
f) Attachment N, "Property Management Standards," except for
paragraph 3 concerning the standards for real property, and except that paragraphs
6 and 7 are modified so that:
i) In all cases in which personal property is sold, the proceeds shall be
program income, and
ii) Personal property not needed by the CORPORATION for CDBG -R
activities will be transferred to the recipient for the CDBG -R PROJECT or
will be retained after compensating the recipient; and
g) Attachment 0, "Procurement Standards."
3. Comply with the audit requirements of OMB Circular A -133 which require
compliance with the Single Audit Act for any non - profit agency expending $500,000 or
more of federal funds for the fiscal year.
4. Document all PROJECT cosl:s by maintaining records in accordance with
Section III, Paragraph D below.
5. 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
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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.
6. Certify current and continuous insurance coverage, subject to CITY approval
and in accordance with requirements as outlined in Exhibit G, "Indemnity and Insurance
Requirements."
7. 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.
8. If CORPORATION does not use CDBG -R 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:
1. Until five years following date of final 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 HUD and the CITY, and/or any
duly authorized representatives may until expiration of (a) five years after final payment under
this Contract, (b) five years from the date of termination of this Contract, or (c) such longer
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period as may be described by applicable law, have access to and 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 transactions 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 local laws, ordinances, codes, regulations and
decrees including, but not limited to, those federal rules and regulations, executive orders, and
statutes identified in Exhibit F ( "Assurances "). Specifically, CORPORATION must comply with
the requirements and standards of OMB Circular No. A -122, "Cost Principles for Non - Profit
Organizations ", and the attachments to OMB Circular No. A -110 as described in section
III. OBLIGATIONS OF CORPORATION, C. Fiscal Responsibilities of CORPORATION.
H. Suspension and Termination. In accordance with 24 CFR 85.43, 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 in accordance with
24 CFR 85.44.
I. Reversion of Assets. Upon expiration or termination of this Contract, or in the event
HUD cancels the PROGRAM for any reason, the CORPORATION will transfer to the CITY any
CDBG -R funds on hand at the time of expiration and any accounts receivable attributable to the
use of CDBG -R funds. Any real property under the CORPORATION' s control that was
acquired or improved in whole or in part with CDBG -R funds (including CDBG -R funds
provided to CORPORATION in the form of a loan) in excess of $25,000 must be:
1. Used to meet one of the national objectives stated in Title 24 CFR part 570.208 for a
period of five years after expiration of this Contract, or for such longer period of time as
required by the CITY; or,
2. Reimburse the CITY an amount equal to the current market value of the property, less
any portion of the value attributable to expenditures of non - CDBG -R funds for
acquisition of, or improvement to, the property (reimbursement is not required after the
period of time specified in I. 1. above).
V. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Contract, CITY shall disburse CDBG -R
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 Thirty One Thousand Five Hundred Eleven Dollars and Seventy Cents
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($31,511.70). 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 on
CORPORATION'S non - 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 incidents of
non - compliance as described in Section 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.
VI. 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 Robert
Campbell 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: Robert Campbell
Executive Director
Senior Housing Solutions
Corporation
512 Valley Way
Address of Corporation
Milpitas, CA 95035
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.
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VII. CONTRACT COMPLIANCE
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
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 CITY.
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 to 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 corrective 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.
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In the event that CORPORATION does not implement the corrective action recommendations in
accordance with the corrective action timetable, CITY may suspend payments hereunder or
terminate this Contract as set forth in Section VIII below.
VIII. 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 VIII, 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 -R funds granted to CORPORATION pursuant to this Contract.
IX. 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 -R
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 ACTIVITIES.
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).
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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.
5) Procurement, Use and Disposition of Real Property as defined in detail by 24
CFR, Part 570.503 (Agreements with Subrecipients), 570.505 (Use 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 properly, CORPORATION will prepare and execute a
Loan Agreement (Exhibit H), 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 tem:m of this 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 P: oject 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 -R
funds, and to the displacement of persons, businesses, and non - profit organizations as a direct
result of any acquisition of real property utilizing CDBG -R funds. CORPORATION agrees to
comply with applicable state laws, City Ordinances, Resolutions, and Policies concerning
displacement of individuals from their residences.
X. PROGRAM INCOME
Income generated by the Project, is Program Income and shall be regulated by all provisions of
Title 24 CFR 570 Subpart J "Grant Administration," 570.503 "Agreements with Subrecipients,"
and 570.504 "Program Income." CORPORATION will annually report all program income
generated by activities carried out with CDBG -R 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.
XI. 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
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association between CORPORATION and CITY. CORPORATION, including its officers,
employees, agents or independent contractors or subcontractors, shall not have any claim under
this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or
employee benefits extended to employees of CITY.
XII. 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 nor assigned to another CORPORATION, person,
partnership or any other entity without the prior written approval of CITY.
XIII. DISCLOSURE OF CONFIDENTIAL 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.
XIV. 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."
XV. 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
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waiver by CITY of its rights to recover from CORPORATION the amount of money paid to
CORPORATION on any item, which is not eligible for payment under the PROJECT or this
Contract.
XVI. NON - DISCRIMINATION
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, employee, or applicant for employment because
of age, race, color, national origin, ancestry, religion, sex /gender, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational affiliations, or
marital status in the recruitment, selection for training including apprenticeship, hiring,
employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor
shall CORPORATION discriminate in provision of services provided in this Contract because of
age, race, color, national origin, ancestry, religion, sex /gender, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational affiliations, or
marital status.
This non - discrimination provision must be included in CORPORATION'S contracts with sub-
contractors and vendors when utilizing the CDBG -R_ funds disbursed for this project.
XVII. AMENDMENTS
Amendments to the terms or conditions of this Contract 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 writing 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.
XVIII. INTEGRATEII DOCUMENT
This Contract contains the entire Agreement between CITY and CORPORATION with respect to
the subject matter hereof. No written or oral Agreements 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.
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XIX. MISCELLANEOUS
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, be held to explain, modify, amplify or aid
in the interpretation, construction or meaning of the provisions of this Contract.
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 Time
Schedule), Exhibit "D" (Project Budget), Exhibit "E" (Certifications), Exhibit "F" (Assurances),
Exhibit "G" (Indemnity and Insurance Requirements), Exhibit "H" (Special Conditions to the
Grant Agreement for CDBG -R Funds Authorized and Appropriated Under the American
Recovery and Reinvestment Act of 2009.
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: Senior Housing Solutions CITY OF CUPERTINO:
By: Robert Campbell By:
1 : in • e)
? ii/(4 7
- utive Dire Date David W. Knapp Date
� . ��
City Manager
APPROVED AS TO FORM AND ATTEST:
LEGALITY:
Carol Korade Date Kimberly Smith l Date
City Attorney City Clerk
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EXHIBIT A
PROJECT DESCRIPTION
Name of Applicant: Program Year: .
Senior Housing Solutions 2009 -10 ARRA
Contact Person: Title: Project # (For Office Use Only)
Bob Campbell Executive Director
Address: City: State: Zip Code:
512 Valley Way Milpitas CA 95035
Telephone number: Fax Number: E -mail Address:
408 - 416 -0271 408 - 416 -0278 _ bob @srhousingsolutions.org
Name of Project/Program: .
ki h Ob VV 14-air c_ 1cJty � srf-r ov1 d -Ins /kb
�I 54
Project/Program Location:
'�' ._ : 4 . I : , C ope( no ) CP
Project Type:
Single Family 1 1 Homeownership 1 1 New Construction Mixed Use
f1 Multifamily ( 1 Rental F Rehabilitation n Public Service
Project Description:
Please describe the project with as many details as possible. Include general information, such
as the number of units, number of Cupertino residents that will be served, services that will be
provided, etc.
Senior Housing Solutions will install a photovoltaic solar system on the Price Avenue home.
Cobalt Power Systems Inc. will provide and install.
10.
&XNI DTT
CITY OF CUPERTINO
PROJECT WORK PLAN
FY 2009/2010
AGENCY NAME Senior Housing Solutions DATE PREPARED May 22, 2009
PROJECT NAME Price Senior Residence Project
Specific Activities Products or Milestones to be accomplished (Use Specific Benchmarks or Beneficiaries
Numerical Data When Possible) For Each Quarter
Quantit When Possible
f' 2 °" 3rd 4th TOTAL
A. Architectural Drawings A. Drawings submitted and required permits requested from the X
complete City of Cupertino Planning
B. Start Rehabilitation B. Contractor selected and contract signed. Permits received X X X
Construction from the City of Cupertino Planning. Continue construction until
project complete
C. Begin Affirmative Marketing C. Notice sent to affirmative marketing contacts in the City of X
Cupertino.
D. Establish waiting list D. Eligible tenants interviewed X
E. Rehabilitation Construction E. Notice of completion issued X
Complete
F. Continue Affirmative F. Occupancy permit issued: begin occupancy, Case 3
Marketing 3 X
g Management and Property Management services begun
G. Continue tenant eligibility, G. Reach 100% occupancy, Continue Case Management and 5 X 5
interview process Property Management services
City of Cupertino Standardized Application for Funding FY 09/10
5
EXHIBIT C
Proposed Implementation Time Schedule
Fiscal Year 2009 - 10
Agency Name: Senior Housing Solutions Date: May 22, 2009
Project Name:
Specific Activities Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun
2010
Purchase and Install Photovotaic
X
EXHIBIT D
BUDGET
FOR GRANT AMOUNT
FY 2009/2010
Agency Name: Senior Housing Solutions Date Prepared: May 22, 2010
Project Name: Price Avenue Photovoltaic Acquisition and Installation
CATEGORY BUDGET FOR YEAR
SALARIES:
Personnel
Benefits
OFFICE EXPENSE:
Rent
Telephone /Fax
Printing
Travel
Utilities
Office Supplies
Postage
Equipment Maintenance
/Repair
PROJECT EXPENSES:
Accounting Services
Auditing Fees
Insurance
Davis Bacon Compliance
PROJECT CONSTRUCTION:
Appraisal
Engineering Services
Architectural/Design
Acquire and Install of $31,511.70
Photovoltaic
TOTAL: $31,511.70
SPECIAL CONDITIONS TO THE GRANT AGREEMENT FOR
COMMUNITY DEVELOPMENT BLOCK GRANT RECOVERY (CDBG -R) FUNDS
AUTHORIZED AND APPROPRIATED
UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009
(PUBLIC LAW 111 -5, FEBRUARY 17, 2009)
CDBG -R GRANTEE: City of Cupertino
CDBG -R GRANT NUMBER: B- 09 -MY -06 -0057
CDBG -R GRANT AMOUNT: $105,013
ei CDBG -R APPROVAL DATE: r ;,-
21309
Special Conditions:
The terms of the Grant Agreement include the fol lowing special conditions:
1. The Grant Agreement between the U.S. Department of Housing and Urban Development
(HUD) and the above named Grantee, is made pursuant to the authority of Title XII of the
American Recovery and Reinvestment Act of 2009 (Public Law 111 -5) (the Recovery Act).
The Grantee acknowledges that the CDBG -R grant is one -time funding.
2. The Grant Agreement is governed by and the Grantee shall comply with the requirements of
the Recovery Act; the Notice of Program Requirements for Community Development Block
Grant Program Funding under the American Recovery and Reinvestment Act of 2009, 74
Fed. Reg. 21816 (May 11, 2009) available at http: / /www.hud.gov /recovery /cdblock.cfm (as
now in effect and as may be amended from time to time) (the Notice); Title I of the Housing
and Community Development Act of 1974, as amended (42 USC 5301 et seq.) (as modified
by the Notice); and, the HUD regulations at 24 CPR part 570 (as now in effect and as may be
amended from time to time) as modified by the Notice (the Regulations). The Grantee's
submissions, the Notice, the Funding Approval/Agreement (form HUD -7082) and the special
conditions described herein are incorporated by reference and constitute part of the Grant
Agreement. Submissions include the CDBG -R action plan substantial amendment, including
the certifications and assurances and any information or documentation required to meet any
grant award conditions. In the event of conflict between a provision of the Grantee's
submissions and any other provision of this Grant Agreement document, the latter shall
control.
3. The Grantee shall comply with government wide guidance and standard award terms
established by the Office of Management and Budget (OMB) concerning the implementation
of the Recovery Act, including Requirements for Implementing Sections 1512, 1605, and
1606 of the American Recovery and Reinvestment Act of 2009 for Financial Assistance
Awards, 74 Fed. Reg. 18449 (April 23, 2009;) (to be codified at 2 CFR Part 176) (as now in
effect and as may be amended from time to t me). Notwithstanding the foregoing, the
CDBG -R Special Grant Conditions Page 1 of 2
Grantee shall comply with Section 110 of the CDBG Statute concerning the Davis -Bacon
Act. The Grantee shall comply with reporting requirements established by HUD and OMB
(including all revisions to such reporting requirements), as well as Sections 1511, 1515, and
1553 of the Recovery Act (including implementing guidance).
4. The Grantee shall at all times maintain an up -to -date copy of its Grantee Submission,
including all amendments approved by HUD, on its Internet website as required by the
Notice. The Grantee shall maintain information on all drawdowns, deposits, and
expenditures of grant funds and program income under this Grant Agreement and any other
records required by applicable law, in its files, and shall make such information available for
audit or inspection by duly authorized representatives of HUD, HUD's Office of the
Inspector General, the Recovery Act Transparency Board, or the Comptroller General of the
United States.
5. In addition to other lawful remedies, HUD reserves the right to restrict access to grantees'
CDBG -R funds for delinquent, incomplete, or inaccurate reporting. This includes the right to
suspend access to the Integrated Disbursement and Information System (IDIS) should the
Grantee fail to comply with quarterly CDBG -R reporting requirements.
6. The Grantee may take advantage of the pre -award costs provisions at 24 CFR 570.200(h) to
incur pre -award costs associated with the development of the substantial amendment to the
action plan beginning May 5, 2009. The Grantee may also incur costs prior to the grant
award for specific activities as of the date the CDBG -R action plan substantial amendment
was submitted to HUD.
7. The Grantee is advised that providing false, fictitious or misleading information with respect
to CDBG -R funds may result in criminal, civil or administrative prosecution under 18 U.S.C.
§ 1001, 18 U.S.C. § 1343, 31 U.S.C. § 3729, 31 U.S.C. § 3801 or another applicable statute.
The Grantee shall promptly refer to HUD's Office of the Inspector General any credible
evidence that a principal, employee, agent, contractor, sub - grantee, subcontractor, or other
person has submitted a false claim under the False Claims Act or has committed a criminal or
civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar
misconduct involving CDBG -R funds.
8. In any contract involving the use of CDBG -R funds, the Grantee shall include, and require its
subrecipients and contractors to include, a project sign provision consistent with criteria
established by the Secretary.
9. The Grantee shall have until September 30, 2012, to expend the entire CDBG -R Grant
Amount. CDBG -R funds not expended by September 30, 2012, will be recaptured by HUD.
10. The Grantee shall extend all applicable terms and conditions of this grant award to
subrecipients and contractors, including obtaining a DUNS number (or updating the existing
DUNS record), and registering with the Central Contractor Registration (CCR).
11. The Grant Agreement may be amended in writing by HUD. In considering proposed
amendments to this Grant Agreement, HUD shall review, among other things, whether the
amendment is otherwise consistent with the Recovery Act, the Housing and Community
Development Act, the Notice and the Regulations.
CDBG -R Special Grant Conditions Page 2 of 2