14-083 Community Development Block Grant City/Non-Profit Public Service contract, Live Oak Adult Day Services OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE •CUPERTINO, CA 95014-3255
12 TELEPHONE:(408)777-3223• FAX: (408)777-3366
W EBSITE`.www.cupertino.org
CUPERTINO
June 2, 2014
Live Oak Adult Services
1147 Minnesota Avenue
San Jose, CA 95125
Re: CDBG program Non-Profit Public-Service Contract
Enclosed is a fully executed original copy of your agreement with the City of Cupertino.
lf'you haverany questions or need additional information, please contact the
Community Development:Department,at (408) 777-3308.
Sincerely,
Andrea Sanders
Senior Office.Assistant
cc: Planning
Enclosure
i
COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
CITY/NON-PROFIT PUBLIC SERVICE CONTRACT
THIS Community Development Block Grant Program City/Non-Profit Contract (the d
"Contract") is entered into pursuant to the Catalog of Federal Domestic Assistance (CF.DA)
14.218 by and between the CITY OF CUPERTINO,apolitical subdivision of the State of
California(herei and
vb 7
OAK ADULT DAY SERVICES ✓
a non-profit pub ic,benefit corporation (hereinafter"CORPORATION"). The allocation of funds
pursuantto this Contract will be a grant. 'CITY approyed-th location and disbursement of
Community Development Block Grant (hereinafter`CDBG")finds to CORPORATION on
April 15, 2014.
WI-TNESS:ETH
WHEREAS, CITY has applied for and.received CDBGEntitlement Program funds
(hereinafter"PROGRAM") from the United States,Department of Housing and Urban
Development (hereinafter"HUD")'as an entitlement jurisdiction pursuant to the provisions of
Title I of the Housing'and Community Development Act of 1974,Public Law 93-383 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 entitlement for the,Program as
described below to be operated within CITY and will benefit low and very low-income
households or meet National Objective of the CDBG Program;
NOW, THEREFORE, the parties agree as follows;
1. PROGRAM
CITY"agrees to`allocate�a portion.of its current CDBG entitlementran&or program
income;as defined in 24 CFR 570 Subpart J, "Griart Administration," to CORPORATION as a
subrecipient,.being the sum of Fourteen Thousand Nine.Hundred and'Twenty Three Dollars
and No Cents ($14,923.00) for the purpose of implementing the CORPORATION'S program
(hereinafter"Program"), 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"'(Program Description), Exhibit "B" (Program Work Plan), Exhibit "C"
(Proposed Implementation Time Schedule),Exhibit"D" (Program Budget), Exhibit"E"
(Insurance:and Bond Requirements), Exhibit "F" (Assurances)..
II. TERM
A. The purpose,of this Contract is for the CITY to disburse CDBG funds,for eligible
activities. Unless amended priorto its expiration, the term of this Contract for disbursement
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` FY.2014-15-Community Development Block Grant(CDBG)Program Cn.y/Non-Profit.Public Service Contract
7
purposes will begin on July 1, 20 41 and will end on June 30, 20 5 unless terminated earlier
pursuant,to Section VI or`Section�lI of Hs C no Tact.
B. The term of theexpenditure by CORPORATION of the allocation provided for herein
Will begin on July 1, 2014,and terminate on the earliest of the,following dates as set forth herein:
June 30,2015, or later date per amendment to this Contract;or upon the termination date
established pursuant to'Section VI or Section VII of this Contract.
1II. SECOND YEAR RENEWAL OPTIONS.
The'tenn of this Contract may'be extended'by an amendment to disburse the CITY'S CDBG
funds authorized by HUD for the fiscal year subsequent to the initial term of this Contract,
contingenton the following,requirements and process:
A. Receipt of written 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 Program;
C. CORPORATION'S satisfactoryperfonmance,,as determined by the CITY, of all its
obligations as stated in this Contract;
D. Submission to CITY of Proof of Insurance.
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 Artieles'of Incorporation under the.laws of the State of California;
b) A copy of the current Bylaws of CORPORATION;
C Documentation of its,IntemalRevenue Service'non-profit status;
d) Names.and addresses of the current Board of Directors of
CORPORATION; and,.
C) An adopted copy of CORP'ORATION'S personnel policies and
procedures.
2'. During the Contract temi, 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.
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FY 2014-15 Community Development Block Grant_(CDBG)'Program City/Non-PioritPublicServiee Contract
3. Maintain no member of its Board of Directors as a paid employee, agent,
independent contractor, or subcontractor finder"this Contract.
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 otherxise 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
La_ws.
7. Provide to the CITY a copy of,a resolution authorizing the CORPORATION's
execution of this Contract: The CORPORATION hereby warrants to the CITY that this
Contract is a.legal, valid, and binding obligation ofthe,CORPORATION enforceable in
accordance with its terms, and that the execution and delivery of this Contract and the
.performance of the CORPORATION's obligations have been duly authorized by the
CORPORATION
B. ProgramYerformance 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 ien;days after the close of each reporting,period and must
cover the three months immediately preceding:the date on which the,report is,filed.
1 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 ofrevenue'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 acknowledgemenbof CITY funding and support on
CORPORATION stationery and on all appropriate program-related publi6tyand
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 wili:carry out the principles asprovided,in
Presidents Executive Order 11246 of September 24, 1965.
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FY 2014-15 Community Development'Block Grant(CDBG)Program City/Nan-Profit Public,Service;Contract
7. CORPORATION will comply with Section 281 of the National Affordable
Housing Act.
8. "Section 3" Clauses.
a. Compliance. Coinpliancewith the provisions,of Section 3, the
regulations set forth in 24 CFR 135, and ail applicable riles 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
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
"Section 3 Clause"):
"The work to be performed under the Contract is a program assisted under a program
providing,direct federal financial assistance from HUD and,is.subjectto the requirements
of Section 3 of the Housing;and Urban Development Act of 1968;,as amended, 12 U.S.C.
1701. Section.3 requires thatto the greatest extent feasible opportunities for traming,and
employment be given to lowerincome residents of the program area and agreements for
work in connection with the program be awarded to business concerns which are located
in, or owned in substantial part'bypersons residing in; the areas of the program.
The parties to this contract agree to comply with.HUD's.regulations-in 24 C.F:R. Part 135,
which implement.Section 3. As evidenced.by their execution of this contract, the parties
to this contract certify that they'are under:no contractual or other impediment that would
prevent them from complying with the Part 135 regulations.
The contractor agrees,to send to each labor organization or representative of workers with
which-the contractor has'a,collective bargaining-agreement or other understanding, if any,
a notice-advising the labor organization of workers' representative of the contractor's
commitments under this Section 3 clause; and will post-copies of the notice in
conspicuous,places at the work site where both employees and applicants for training and
employment positions;can see the notice. The notice shall describe the Section 3
preference; shall set forth minimum number and job titles subject to hire; availability of
apprenticeship and training positions;.the•qualifications,for each; the name and location
of the person(s) taking applications for each of the positions; and the:anticipated date the
work shall begin.
The contractor agrees to include this Section 3 clause in every, subcontract subjectto
compliance with regulations in 24 C.F.R. Part 135, and agrees;to take appropriate action,
as provided in an applicable'provision of the subcontractor in this•Section 3 clause, upon
a.findirig`that the subcontractor is,in violation of the regulations in 24 C.F.R. Part 135.
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FY 2014-15 Community:Development Block Grant(CDRG).Program.CiiyMon-Profit Public Service Contract
The contractor will.not subcontract with any subcontractor where the contractor has
notice or knowledge,that the subcontractor.has been found in Violation of the regulations
in 24 C.F.R. Part 135.
The contractor will certify that any vacant employment positions,including training
positions, that are filled (1) aftenthe contractor is selected but,before the contract is
executed,:and (2) with persons other than those to whom the regulations of 24 C.F.R. Part
135 require employment opportunities to be directed, were not filled to circumvent the
contractor's obligations under 24 C.F.R. Part 135
Noncompliance withsHUD's regulations`in 24 C.F.R. Part 135 may result in sanctions,
termination of this contract for default;and debarment or suspension from future HUD
assisted contracts.
With respect to work performed in connection with;Section 3 covered Indian housing
assistance,.section 7(b) of the Indian Self-Determination and Education Assistance Act
(25 U.S'.C. 450e) also applies to the work to be performed under this"contract. Section
7(b) requires that to the greatest extent feasible (i) preference and opportunities for
training'and employment shall be.giverrto Indians, and (ii) preference in.the award of
contracts;and subcontracts shall be given to Indian organizations;and Indian-owned
Economic Enterprises'.Parties to this contract that'are subject to the provisions"of Section
3,and section 7(b) agree to comply'with Section 3 to the maximum extent feasible, but
not in derogation of compliance with,section 7(b)"
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.noticeSadvising said labor
organization.or worker's representative,'of its commitments underthis'Section 3 clause
andshall post copies of the notice in conspicuous-places available to employees and
applicants for employment or training. The,notice shall describe the Section preference;
shall'setforth minimum number and job titles subject to hire; availability of
apprenticeship and training positions; the qualifications for each; the name and location
of the person(s)taking applications,for reach of the positions; and theganticipated date the
work shall begin
C. Subcontracts. The CORPORATION will include the Section 3 Clause,
found in B.8.a of this Agreement, in evet3y subcontractand 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 under24'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.
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FY 2014-15 Community Development Block Grant(CDBG)Program Cily7Non-Profit Public'service Contract
C. Fiscal Responsibilities'of CORPORATION. CORPORATION will:
1. Appoint and submit.the name ofa 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. Ifthe term of this Contract is extended by an amendment fora second fiscal
year,,submit a satisfactory Audit within 150 days of CORPORATION's fiscal year
encompassed by the first year of this Contract.
3. Comply with 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 pol±cies issued pursuant to these regulations and
OMB Circular No. A-122 "Cost Principles for Non-Profit Organizations, the applicable
policies, guidelines and requirements of OMB Circulars A-0 and A-102,.and with the
following Attachments to OMB'Circular A-110:"
a) Attachment A, "Cash_Deposits/ries " except-for paragraph 4 concerning
deposit insurance;.
b) Attachment B, "Bonding and Insurance;"
c) Attachment C, "Retention and Custodial.Requirements for Records", except
that-in lieu of the provisions in patagraph 4, the retention period for records
pertaining to individual CDBG activities starts from the date of submission of the
annual performance and evaluation report, as prescribed in 570.507, in,which the
specific activityis reported on for Lhe:fmal 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 CORPORATION for CDBG
activities will be,transferred to the recipient for the CDBG PROGRAM or
will be retained after compensating'the recipient; and
g) Attachment O, "ProcurementrStandards."
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FY 2014'-15'Community Development Block Grant(CDBG)Program City/Non-Profit Public Service Contract
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 PROGRAM costs bymaintaining 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 he: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..
6. Certify currentand continuous insurance coverage, subject to CITY approval
and in accordance with,requirements.as outlined in ExhibitE, "Insurance and Bond
Requirements."
7. Items 1) through 6) above are express conditions precedent to disbursementof
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,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.forNon-
Profit Organizations."
D. Establishment and Maintenance of Records. CORPORATION shall:
1. In compliance•with all HUD records and accounting requirements including
but not limited to those set forth in 24 CFR 570.506 and 570.502(b), maintain.complete
and accurate records of all its transaction.including, but not limited to, contracts;
invoices, timecards; 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 PROGRAM; (b)
each activity undertaken under the.PROGRAM meets one of the national objectives of
the CDBG program set forth in 24 CFR 570.208; (c) compliance with fair housing and
equal opportunity requirements; (d) compliance wiih.SubpartK of24 CFR 570 and 24
CFR 508; and (e)all other matters covered by this Contract.
2. Maintain client data demonstrating client eligibility for services provided for
the Program. Such data will include, but not be limited to, clientname, address,,income
Page 7 of 35
FY 2014-15 Community Development Block Grant(CDBG)Program City/Non-Profit Public.Service.Contract
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,dateaof final payment of this contract, or
2. For such Iongerperiod,.if any as,is required by applicable law; or
3. If this Contract_is completely or partially tenninated, 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
period as may be described by applicable.law; have,access to and the right to examine its plants,
officesand facilities used,in the performance of this Contract or the operation oftheTROGRAM,
and all its records with respect to the PROGRAM 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 PROGRAM 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. Compliancewith 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.funds on hand at the time of expiration and any accounts receivable attributable to the use
of CDBG funds. Any real property under the CORPORATION's control that was acquired or
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FY 2 014-15.Community,Development Block Grant(CDBG)Program.btvNon-Profit Public Service Contract
improved in whole or in part with CDBG funds (including CDBG 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 570.20 8-for a
period of five years�afterexpiration 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 funds for acquisition
of,,or improvement to, the property (reimbursement is not required after the,period of
time specifie&in L 1. above).
1. CORPORATION certifies, to the.best of CORPORATION's.knowledge or belief;.that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to
any person=for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress; an officer-or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal'contract; the'making
of any Federal,grant, the making of any Federal loan, the entering into any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan, or cooperative agreement;
2. If any funds other than Federal appropriated funds have been paid or will;be.paid to
any person for influencing.or attempting to influence an,officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, onan employee of a
Member of Congress in connection withAhe awarding of any Federal contract, grant; loan,
or cooperative agreement, it will complete and submit Standard Form-LLL, Disclosure
Form to Report Lobbying,.in accordance with:its'instructions.
3. This certification is,a material representation of fact upon which reliance was placed
when.this Agreement was made or entered into. Submission of this certification is a
prerequisite for making or entering into this Agreement'imposed by Section 1352, Title
31, U.S. Code. Any personwho fails to file the required certification will be subject to a
civil penalty of not less than Ten Thousand Dollars ($1!0,000) and no more than One
Hundred Thousand Dollars ($F00,000)for such failure.
K. Except for approved eligible administrative or personnel costs, no person,described below
may, during or after their tenure, obtain a personal or financial interest or benefit.from the
activities funded pursuant to this Contract, or have any interest in any,contract subcontract or
agreement with respect to such activities, or the proceeds under the contract,either for
themselves or those.with whom they have family or business ties. CORPORATION shall
exercise due diligence to ensure that the prohibition in this Section 1V.K is followed.
The,conflict of interest provision of Section IV.K applies to (i) any person who is an employee;
agent, consultant, or officer of the City who exercises or has exercised any functions or
responsibilities with respect to the activities funded pursuant to this Grant or who is in a position
Page 9 of 35
FY 2014-15 Community Development Block Grant(CDBG):Program City/Non-Profit Public,Service:Contract
to participate in,a decision-making process,or to gain inside information with regard to such
activities, may obtain a-personal or financial interest.or benefit-from the activity, or have an
interest in any,,(ii) any immediate family member of such person, (iii) any elected or-appointed
official ofthe City, and (iv) any person related within the third (3rd) degree of such person.
In accordance with Government Code Section 1090 and the Political Reform Act; Government
Code section 87100 et seq., no person who is a director,,officer, partner, trustee or employee or
consultant of CORPORATION, or immediate family member of any of the preceding, may make
or participate in a decision, made by the City or a City board, commission or committee;,if it is
reasonably foreseeable that the decision will have a material effect on any source of income,
investment or interest in real property of that person or CORPORATION. Interpretation of this
section shall be,govemed by the definitions and provisions used in the Political Reform Act,
Government Code section 87100 et eq., its implementing,regulations manual and codes, and
Government Code section 1090.
CORPORATION shall.comply with the,conflict of interest provisions set forth in 24 C.F.R.
Section 570.6,11.
V. OBLIGATIONS OF CITY
A. Method.of Payment. During the term of this Contract, CITY shall disburse CDBG funds
to CORPORATION on a reimbursement basis unless otherwiseprovided.herein for all allowable
costs and expenses incurred.in connection with the PROGRAM, not to,exceed the total sum of
Fourteen Thousand Nine.Hundred and Tweniy Three Dollars and No Cents ($14,923.00).
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 on CORPORATION'S
non-compliance, including, but not,limited to, incomplete documentation ofexpenses, failure to
substantially meet goals and objectives as-required in Exhibit B, ("Program 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 Colleen
Hud en to serve as EXECUTIVE DIRECTOR and to assume overall,responsibility'forlhe
progress and execution'of this Contract The CITY will be immediately notified in writing of.the
appointmentof a new EXECUTIVE,DIRECTOR-.
Page l 1) of 35
FY 2014-15 Community Development Block_Grant.(CDBG)Program City/Non-l3rofitTublic:Service Contract
C. NOTICES. All notices or other correspondence required or contemplated by this
Contract,shall be sent to the parties at the following addresses:
CITY: City of Cupertino
Attn: Senior Housing Planner
1'0300 Torre Avenue
Cupertino, California 95014
CO_ RPORATION: Live Oak Adult Services
Attn: Executive Director
1147 Minnesota-Avenue
San Jose,California 95125
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 partymay changeihis 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.
VII. CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluationand monitoring of the PROGRAM
performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION
mustfurnish all data, statements, records, information and reports necessary for DIRECTOR to
monitor, review and evaluate the performance of the PROGRAM and its components. CITY will
haveltheright 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 PROGRAM.,
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 PROGRAM.
3. If CORPORATION has taken any action pertaining to the,PROGRAM, which action
required CITY approval, and such approval was not obtained.
4. If CORPORATION is in default under any provision of this Contract.
Page 1.1 of35'
FY 2014-15 Community Development.Block Giant(CDBG)Program City/Non-Profit Public service 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 ("Program 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 cotrective'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, CITY may suspend payments hereunder or
terminate this Contract as set forth in Section V11below.
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-cornpliance,as
defined in Section VI, Paragraph B; CORPORATIONis,in bankruptcyor 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
Program as described in therattached 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.
Page 12 of 35
FY 2014-15 Community Development,Block Grant(CDBG)Program'Gily/Non-Profit Public Service Contract
IX. PURCHASING REAL OR PERSONAL PROPERTY
CORPORATION and CITY will complywith 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 :170.505 (Use of Real Property), with regards to
the use and disposal.of Real or Personal Propert} purchased in-whole, or in part,with CDBG
funds.
In addition, 24 CFR Part 85 (the Common Rule) includes definitions which applyto 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.85
(Common Rule) 853:
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 CFI:,Part 85.32 (cj(1).
4) Supplies as defined in detail in 24 CFR, Part 85.33.
5) Procurement, Use and Disposition of Real'Propertyas 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 property, 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
continuallyoperate its Program for a minimum period of six (6) years from the effective date of
this Contract. This obligation will survive the term of this Contract, the-assignment or
assumption of this Contract and the,sale of the propertyprior 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 aonsider,,but will not be limited by, the
following factors in calculating the reimbursement,obligatiom initial grant sum; the duration of
the initial contractual obligation to,operate the Program 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 thepacquisition and disposition.of all'real property utilizing,CDBG
Page 1.3 of 35
FY 2014-15 Community Development Block Grant,(CDBG)Program City/Non-Profit Public.Smice'Contract
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, Resolutions, and Policies concerning
displacement of individuals from their residences.
X. PROGRAM INCOME
Income generated by the Program, 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 funds made available under this Contract. Byway
of further limitations, CORPORATION may use such income during the Contract period for
activities.perrnitted under this Contract and shall reduce requests for additional funds by the
amount of.any=such programdricome balances on hand. All unused program income shall.be
returned to the CITY atthe 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
association between CORPORATION.and CITY. CORPORATION including its'officers,
employees, agents or independent contractors or subcontractors.,shall, 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. CITY is entering into this Contract based on the•experience, skill, and ability to perform
of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are
of oarticular concern to the CITY in view of the CITY's interest in orovidine services to lower
inr..nmP.ne.;•sons,and the CITY's reliance on'the unique qualifications of the CORPORATION.
Cnncen,ientiv.. this Contract may not be assigned to another CORPORATION. person,
partnership or any other entity without the prior written approval of CITY. Nor--,of the wcrl:•gr
services to be performed hereunder,may be assigned, delegated or subcontracted ': t. i,Parties
without the prior written approval of CITY, which the CITY may withhold in its sole diseretiC.i.
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, assigneesor delegates CORPORATION.shall remain fully liable for
all obligations and requirements under this Contract includingthe performance and any liabilities
attaching to the assignees''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.
Paee 14 of 35
PY 2014.15 Community'Devclopment Blo&Grant(CDBG).Proeram City/Non-Prolit'.Public'Sewice Contract
XIII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CORPORATION agrees to maintain client,records consistent with applicable laws regarding
personal privacy and obligations of confidentiality.
XIV. HOLD HARMLESS
In.ad'dition to the indemnity obligations set forth in Exhibit E, "Insurance and Bond
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 Program'to comply with
applicable laws, ordinances, codes,regulations and decrees, including without limitation those
set forth in Exhibit E. "Certifications."
XV. WAIVER OF RIGETTS 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 malting 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 respeatouch
breach or default. In no event,will payment to CORPORATION by CITY inany way°constitute a
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 PROGRAM or this
Contract.
XVI. NON-DISCRIMINATION
CORPORATION will,comply with-all applicable Federal, State and,local,Caws and regulations
including the City of Cupertino'"s policies concerning nondiscrimination:and equal opportunity in
contracting. Such laws,iuclude but are not limited to the following: Tittle 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); CaliforniaTair Employment and Housing Aa(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,tsexual 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
agr gaee, cel_or, 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 funds disbursed for this Program.
Page 15 of 35
FY 2014-15 Community Development Block Grant.(CDBG)Proeram Citv/Non-Protii.Public'Service.Conoac,
XVII. AMENDMENTS
Other than the amendment related to a second year renewal option as stated in Article,Ill. above,
aniendmentsto the tennis or.conditions of this Contract must be reauested'in writine 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.
XVIII. INTEGRATED 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 Contract shall affect or modify any ofthe'terms of'obligations
contained in anv documents comprising this Contract.
XIX. MISCELLANEOUS
A. Headings. The captions and"section headings used in this Contract are for convenience of
reference only, and the words contained herein will, in.no way, beheld to explain, modify,
amplify or aid in the interpretation, construction or meaning,of the provisions of this Contract.
B. Exhibits. All Exhibits attached hereto and referred to in this Contract.are,i ncorporated
herein by this reference as if•set forth fully herein. Exhibits areas,follows: Exhibit"A"'
(PROGRAM Description);Exhibit `B" (PROGRAM Work Plan), Exhibit "C" (Proposed
Imnlementation'Time Schedule). Exhibit"13",(Program Budget),Exhibit"E" (Insurance
Requirements), Exhibit"F" (Assurances).
C. Conflictof Interest. In accordance with Government Code Section 1090 and the Political
Reform Act, Government Code Section 87100 et seq., except for approved eligible
administrative or personnel costs, no person who is an employee, agent,consultant, officer, or
anv immediate family member of such person, or any elected or appointed official of the CITY
who exercises or has exercised any functions or r--sponsibilities with respect to the activities
funded by this Contractor who is in:a position to participate in a decision-making process, may
obtain a,personal or financial interest or benefit from the activity, or have an interest.in,an:
contract,.subcontract or agreement with respect thereto, or the proceeds thereunder; during, or at
any time.after, such person's tenure. The CORPORATION shall exercise duediligence to ensure
that the prohibition.in this section is,followed.
Further, no person who is a director, officer, partner, trustee or employee or consultant of the
CORPORATION, or immediate family member of any of the preceding, shall make.or
participate in a decision, made by the•CITY or a CfTY board, commission or committee,, if it is
reasonably foreseeable that the decision will have a material effect on anv source of income,
investment'or interest in real property of that person or the CORPORATION.
Interpretation of this section shall be governed by the definitions and provisions used in the
Political Reform Act, Government Code Section 87100 et sue., its implementing regulations
manual and codes. and Government Code Section 1090.
Pace 16 of 35
17Y 2014-15 Community Development.Block G rant-(CDBG)Progam.CIiV/Non-Profit Public Service Contract
D. Interpretation. Each party to this Contract has had an opportunity to review the Contract,
confer with legal counsel.regarding the meaning of the Contract, and negotiate revisions to the
Contract. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret
any uncertainty in the�meaning of the Contract.
zq
E. Third-Party Beneficiary. There shalhbe no third party beneficiaries to this Contract.
F. Choice of Law and Venue. This Contract shall be governed by and construed in
accordance with California law. Venue shal l'be,Santa Clara County.
G. Severability. If any term of this Contract,is held by court of.competent jurisdiction to be
invalid, void.or unenforceable, the remainder of the provisions shall continue in full force and
effect unless the rights and obligationsof the parties have been materially altered or abridged by
such invalidation, voiding or unenforceability.
IN WITNESS WHEREOF, the parties have executed this Contract the day-and year above
written. The,parties signing below hereby warrant that they are duly authorized to execute this
Contract.
AGENCY: CITY OF CUPERTINO, a.municipal
Live Oak Adult Day Services corporation
By: tfTnAfeji By: 4 JY J 1-.4i J1
(Print.name)U (Print name)
Colleen Hudgen Date QAd Brandt Date
Executive:Director City Manager
APPROVED AS TO FORM AND ATTEST:
LEGALITY:
•A—n�
Carol Korade Date (;C Grace Schmidt Date
c1/\ City Attorney City Clerk
o- F0 t/ - glob — f¢, 9� oz,
Page 17 of 35
FY 2014-15 Community Development Block Grant(CDBG)Program City/Non-Profit Public Service Contract
EXHIBIT A
PROGRAM DESCRIPTION
Agency Name: DUNS 4:
Colleen Hud en 148217268
Executive:Director: Project Manager.' Project 4 (For Office Use Only)
Colleen,Hud en Colleen Hudaen CDBG7 2014-2-
Street Address: City: State: Zip Code:
1147 Minnesota Avenue San Jose California 95125
Telephone number: Fax Number: Project Manager E-mail Address:
408.971:9363 408.971.9079 liveoakdaycare @att,net
Name of Project/Program:
Senior Adult Day Care
Project/Program Location:.
Live Oak Adult Da "Care Center, 20920 McClellan,Road, Cupertino, California 95014
Pro'ect'Descri tion:.
The specialized program of adult day care for frail, depenclentaow-income Cupertino seniors is geared to maximize
the social experience and mental stimulation of elderly clients, :improve/sustain innate resilience and mental and
physical functioning, and enhance their overall quality of life through recreation, exercise, "companionship and
nutritious meals. Cupertino seniors with chronic age-related disorders(dementia,.Alzheimer's, Parkinson's, stroke,
etc.) attend the center every weekday, receiving special care and individualized attention from professional staff and
devoted volunteers who schedule daily activities„ serve meals and snacks and,assist those with special needs.
Caregiver respite services, i:e:, counseling, in-home assessments, information and referrals, and Caregiver Support
Workshops, are provided to client families to reduce stres:;;and help them care for and maintain their senior loved
ones athome.
During FY 2014-I`5, the LIVE OAK adult day care'center at 20920 McClellan Rd. will serve 11- frail,,dependent,
low-income Cupertino seniors with a;specialized program of recreation, mental stimulation, exercise, companionship
and nutritious meals, The :same number of family caregivers will .have access to important respite and support
services which will enable them to maintain jobs and personal lives while enhancing their ability to care for-their
senior loved ones at home: Services will target disabled Cupertino seniors with mobility and self care limitations due
to chronic age-related disorders which place them at high risk of social isolation, repeated hospitalizations and
premature institutionalization. Typical conditions of senior clients include dementia, onset of Alzheimer's,
Parkinson's, Disease, stroke, cardiovascular disease,and severe depression. The majority of seniors attending the
center reside in Cupertino and Sunnyvale. The program is structured to maximize the social experience of all
participants,while enhancing�overall health and f inctioning;through exercise, personal assistance, mental stimulation,
peer companionship and nutritious meals. Activities include arts and crafts,.music,.games,pet therapy, reminiscing,.
intergenerational activities, current eve nts; seated exercise,,birthday and holiday parties, etc. Uoltinteers:are a major
component of the project. They include De Anz-a and Foothill students, a Tai Chi instructor'and program assistants
who have volunteered since inception of the program (33 y'ears:ago). Sliding.-scale fees ($17-67/day) accommodate
low-income and indigent clients; but most.can afford only a small portion of the�acmal cost tof service.Many clients
attend atreduced fees. Adult day care also.benefits family caregivers with much-needed respite,.reducing the stress of
24/7 care for a dependent elder. Counseling, referrals and Caregiver Support Workshops help families maintain their
dependent senior loved one in the home environment,,avoiding emotional trauma and financial burdens associated
with institutional•placement..CDBG,funds from the City of(supertino will be allocated.to help cover the salary of the
Cupertino center's.Program Director. Day care and respite:services'are'provided Mon.,Fri., firom 9 a.m.to 3 p.m.
Page 18 of 35
FY 2014-15 Community Development Block Grant(CDBG)'Progrem City/Von-Profit Public.Service Contract
EXHIBIT B
PROGRAM WORK PLAN
FY 26114/15
AGENCY NAME: Live Oak Adult Day Services
PROJECT NAME: Senior Adult Day Care
c MHYptWthonalyOblecttve , °'t
Limited Clientele (LMC)
Objectives Benchmarks for Each Quarter
1st 2nd 3' 4th TOTAL
Enrollment of seniors in adult day care
Program 3 2 1 11.
Recreation and social activities for
seniors - 3 2 1 1I
Nutritious meals for seniors 3 2 1 11
Referrals to social service agencies _ 3 2 1 11
Training and educations programs 1 1 1 1 4
Increase outreach to educate public 2 2 2 2 8
Page 19'6f35
FY 2014-15 Community Ucvelopmenl[31ock Crarit(CDt3G)Program Cityi Von-PI'oln'PubI is Servicc Contract
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY"2014/13
AGENCY NAME: Live Oak Adult Day Services
PROJECT NAME: Senior Adult Day Care
Activity Number& Description:
#1. EnrollmentofDu ertino seniors
42. Recreation and social activities for seniors
U.Nutritious meals for seniors
#4. Refetrals;to social service.agencies
#5. Training and educations prograins
#6. Outreach and educate ublic
P.iActrvr Octal xjNov I ,c"D&;� %»Jarit 1¢Feb,:P'.MaN
1 0 1 f 1 1 i 1 1 1 1 Junrrx .!'Totalr4
1;2 0 ] 7 1 ] 1 1 l 1 1 1 1 II
3 0 1 1 1 1 11
] I 1 1 1 1 f 1 11
4 0 11
5 0 0 ], 0 0 t 0 0 1 0 0 I 4
6 0 1 1 0 1 1 0 1 Y 0 1 I 8
Page 20 of 35,
FY 2014-15 Community.Development Block Grant(CDBG)'Prograin City/Non-Profit Public Service Contract
EXHIBIT D
PROGRAM BUDGET
EY 2014/15
Agency Name: Live;Oak Adult Services
-Project Name: Senior Adult Day Care
Salaries/Benefits/Payroll/Taxes $1 4.923.00
Office Supplies $0.00
Communication $0.00
Publications/Printing/Advertising $0.00
ravel
$0.00
Rent/Lease/Mortgage $0.00
tilities $0.00
rsurance
$0.00
Equipment Rental/Maintenance $0.00
udit/Legal/Professional:Services (for CDBG portion only) $0:00
irect Services (Funding for specific service such as,a meal„ride) $0.00
Contracted Services $0.00
Other
$0:00
ota1 Expenses $14,923.00
Page 21 olf 35
FY 2014-15 Community Development Block Grant,(CDB.G).Program City/Non Prolit Public service Contract
EXHIBIT E
BASIC INSURANCE AND BOND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" as4he 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 general 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.
Indemnitv
The Contractor shall indemnify, defend, and hold harmless the. City of Cupertino (hereinafter
"City"), its officers, agents,and employees from any loss,.liability, claim, injury or damage arising
out of, or in connection with perf6rinance 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, defend and hold harmless the City under this Contract.
Insurance
Without limiting the Contractor's indemnification of the City, the Contractor shall provide and
maintain at its own expense, during the term of this Contract, or as may be fiirther required
herein, the following insurance coverages and provisions:
A. Evidence of Coverave
Prior to commencement of this Contract, the Conixactor shall provide on the City's own form or a
foam 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 maybe,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 COORDINATION, Paragraph C., NOTICES.
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 City. This approval
of insurance shall neither,relieve•nor, decrease'the-liability of the.Contractor_
B. Notice of Cancellation of Reduction of Coveraee
Page 22 of 35'
FY.2014-15 Community Development Block Grant(CDBG).Proo am City/Non-Profit'Publie,Scmu Contract
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. Qualifying Insurers
All policies shall be issued by companies which hold a current policy holder's.alphabetic.an$
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 hmurance Manager.
D. Insurance-Required
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 bodilyinjury (including death).andproperty
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- $1,000;000 aggregate
d. Personal Injury limit-31,000,000
If coverage is provided under a Commercial General Liability Insurance form, the carrier
shall provide the City Insurance Manager with a quarterly report of the amount'of
aggregate limits expended to that,date. If over 500 0 of the aggregate liinits,have been paid
or reserved, the=City may require additional coverage to be purchased by the Contractor to
restore the required limits.
3. For either type of insurance, coverage:shalt include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars ($,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.
Page 23 of 35
FY<2014-15 Community Development Block Grant(CDBG)Program-CityNon=Profi(Public Semce Contract.
C. 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:
a. Additional Insured Endorsement:
Such insurance as is afforded Iry this 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 riot 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 whons a 'claim is made or a suit isr brought, except
with,respect to the Company's limit of liability.
5. Comprehensive Automobile Liability"Insurance for bodily injury (including death) and
property damage which provides total limits of not 'less than one million dollars
P age 24 of 35
FY 2014-15 Community Development Block Grant(CDBG)Program City(Non-Proft Public Service Contract
($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
provi&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 firstapprove any exceptions to the above requirements.
S. 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. Special Provisions
Page 25 .3f 35
FY 2014-15:Community Development Block Grant(CDBG)Program CityMon-Profit Public Service Contract
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 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 but 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 requirementsoutlined above.
d. If the Contractor fails to maintain such insurance as is,called for herein, the City
must order the Contractor to immediately suspend work at Contractor's expense
until a new policy of insurance is in effect.
Page 26 of 35
FY 2014-15 Community'Development Block Grant(CDBG).Program City/Non-Profit'Public Service Contract
ADDENDUM TO EXHIBIT "E1t
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-Profit/City 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.
Indemnitu
'The General Contractor (hereinafter referred to as "General") shall indent fy, 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 im comtection 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;ofInsurance 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.ins urance,has been approved by the Contractorand 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
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„acid the Contractor at the following address:
Page 27 of 35
FY 2014-15 Community Development Block Grant.(C'DBG)Program'.City/Non-Profit Public Service Contract.
Live Oak Adult Day Services
1147 Minnesota Avenue
San Jose, California 95125
C. Qualifying Insurers
I 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 otherwiserapproved by the City:
2. Surety coverage (including bid, perfonnance and payment bonds) shall be required as
follows:
a. For:projects in excess of$100,00(1:
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&P) rating of A;
2. An admitted surety insurer which complies with the provisions of the
Code-of Civil.Procedure, Section 995.660*;
OR
3. In lieu of I & 2, a company of equal financial size and ,stability that is
approved by the City's Insurance/Risk Manager.
b. For projects between $25,000 and not exceeding,$'100,000:
1. A California .Admitted Surety and either a current A.M. Best B rated
Surety OR a current Standard and Poors (S&P) rating of B B;
OR
2. An admitted surety insurer which complies with the provisions of the
Code of Civil Procedure, Section 995.666;
OR
3. hi lieu of I & 2, a company of equal financial size and stability that is
approved by the City's Insurance/Risk Manager.
D. Insurance Required
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)sper occurrence.
California Code-,of Civil Procedure Section 995:660 in,sumnuw;states that an admitted surety must provide: 1)the original,.or a certified copy
of instrument authorizing the person„who executed the bond•Wdo so;2) acertified copy of the;Certificate of Authority issued bythe Insurance
Commissioner; 3) a con ificate from City'Clerk Of CUpertino: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 insurerat the end of tile quarter calendar year„prior to 30
days next preceding the date of the execution of the bond.
P,agev28 of 3.5
FY 2014-15 Community Development Block Grant(CDBG)Program Cdy/NonLProfit Public'.Service.Contraet
OR
2. Commercial General Liability Insurance - for bodily injury (including death) and property
damage which provides limits°as follows:
a. General limitperoccurrence '$1000,000
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%u 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 thisContract.
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,belprovided to the City and the Contractor:
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.
Page 29 of 35
.•
FY 2014-15,Convnuniry Development Block Grant(CDBG)Program City/Non-Profit Public Service Contract .
C. Notiee,ofCancellation or Change of Coverage 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 Program, and the Contractor at the addresses set
forth on page 10 of this Addendum.
d. Severability of Interest1ndorsem,2m:
The insurance afforded by this policyshall 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.
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, nomowned
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.
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 die following:
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 processor 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.
Page 30 of 35
FY'?014-15YCommunity Development Block Grain(CDBG)'P.rogram Cih,Mon-Profit Public Service Contract
e. The deductible shall not exceed''$1,QQ0 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 Co_ntract 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.
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 satisfactory 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 conse_nt,of'the surety or sureties on the contract bonds.
9. Special Provisions
The following provisions shall apply to this Contract:
a. The foregoing requirements.asto the types and limits of insurance coverage
to be maintained by the General and.any,approval of said insurance by'.the City or
Page 31 of35
'FY 2014-15 Community Development Block Grant(CDBG)Program City/Non-Prot3tpublic'.Service Contract
EXHBIT 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 complying4ith all
relevant future changes to Federal Regulations o:-- OMB Circulars. Specifically CORPORATION
gives assurances and certifies with respect to the PROGRAM that it is in compliance with the
following,Regulations^as defined.by24 CFR, Part 5.70, Subpart J; 24 CFR, Part 570, Subpart K;
and will be conducted and administered in conformitywith "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 11063 are containedsin
24 CFR, Part 107; Title VI of the Civil Rights Act.of 1964 as amended: Title-VIII of the
Civil Rights Act of 1968 as amended; Section 104(b)'and Section 109 of Title I of the
Housing an&CommunityDevelopment Act of 1974 as.amended; Section 504 of the
Rehabilitation Act of 1973; the Age Discrimination Act of1975;.Executive-Order 11246
as amended by Executive Orders 11375; 12086, 11478, 12107; Executive Order 11625 as
amended by Executive Order 12007; Executive Order 12432; Executive Order 12138 as
amended by executive Order 12608.
2 570.601 Section 109 of the Act,addresses;discrimination.
3. 570.603., Labor Standards.
4. ;570.604. Environmental Standards.
5. 570.605; National Flood Insurance Progrrmi.
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 orSubrecipients.
10. 570.610. Uniform Administrative,Requirement and Cost Principles. The CITY,Jts
Subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines,.
and requirements of 24 CFR Part 85 (Common Rule), and OMB Circulars A-1 10(Grants
and Agreements with Non-Profit Organizations), A-122 (Cost Principles for Non-Profits),
A-1'28 (Audits of State and Local GovermnenPs-implemented at 24 CFR, Part 24), and A-
133 (Audits of Institutions of Higher Education and Other Non-Profit Institutions),.as
Page 33 of 35
FY 2014-15 Community Development Block Grant;(CDBG)Program City/Non-Profit Public.service Contract
applicable; as they relate to the acceptance and use of Federal funds under 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 conunent on-proposed Federal financial assistance,programs, specifically the use of
CDBG funds for the construction or planning of water or sewer facilities.
13. 570.613. Eligibility restrictions for certain resident aliens.
14. 5,70.614. Architectural Barriers Act and the Americans with Disabilities Act. Federal
regulations,issued pursuant thereto, which prohibit discrimination against the disabled in
any federally assisted program, the requirements of the,Architectural Barriers Act of 1968
(42 U.S.C. 49'51-4,15,7),andthe.applicable requirements of Title II and/or Title III<ofthe
Americans with Disabilities..Act,of1990-(42 U.S.C.. 1213.1 ei sec.), the requirements of
Section 504 of the Rehabilitation Act of 197'3 (29 U.S.C. 794), and federal,regulations
issued pursuant thereto..
1`5. Drug Free Work Place. The'requirements of the Drug Free Workplace,Act of 1988
(P.L. 100-690) and implementing regulations at 24 C.F.R. Part 24.
16. Religious Organizations. If theC.ORPORATION is a religious organization,'as defined
by the CDBG program,,all conditions prescribed by HUD for the use of CDBG Funds by
religious organizations, including,the First Amendment of the United States Constitution
regarding church/state principles and the applicable constitutional prohibitions set forth in
24 C.F.R. Section 570.2000).
17. Flood Disaster Protection. The Flood Dasaster Protection Act.of 9973 (P.L. 93-234).
No portion of the assistance provided under this Agreement is approved for acquisition or
construction purposes as defined under Section 3(a) of said Act, for use in an area
identified by HUD as having special flood hazards which is located in a community not
then in compliance with the requirements for participation.in the national:flood insurance
program pursuant to Section 201(d) of said Act. The use of,any assistance provided under
this Agreement for such acquisition or construction in such identified areas in
communities then participating in the national flood insurance program is subject to the
mandatorypurchase of flood insurance reouirements,ofSection 102(a)of said Act. Any
contract or Agreement for the sale,.lease, or other transfer of land acquired, cleared or
improved with assistance provided under'this.Agreement is to contain certain provisions.
These;provisions will apply if such land is,located,in an area identified by HUD as;having
special flood hazards and in which the,sale of flood insurance has been made,available
under the National:Flood Insurance Act of 1968, as amended,.42 U.S.C. 4001 et seq.
These provisions-obligate'the transferee and its successors'or assigns,to obtain and
maintain, during the ownership of such land, such flood,insurance as required with
respect to financial assistance for acquisition or construction purposes under-Section
102(s) of the Flood.DisasterProtection.Act of 1973. Such provisions are required
Pale J4 of 35
PY 2014-15 Community Development Block Grant(CDB%Program City/Non-Profit Public Service'.Contract -
notwithstanding the fact that the:construction on,such land is not itself funded with
assistance provided-under this Agreement.
18. Environmental.and Historic Preservation. 24 C.F.R. Part 58, which prescribe
procedures for compliance with the National Environmental Policy Act of 1969(42
U.S.C. 4321-4361),,and the additional laws and authorities listed at 24 C.F.R. 58.5.
19. _HUD Reeulations. Any other HUD regulations present or as may be amended, added, or
waived in the future pertaining to the.Grant funds, including but,not limited to HUD
regulations as may be promulgated regarding subrecipients.
Page 35 of 35
FY 2014-15 Community Development 13lock�Grant..(CD13G)Programs City/Non-Profit Public service Contract
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,indemn if]cation.
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
underrthis,contract, or any products/completed operations loss or claim against the
contractor resulting from any of the contractor's,work.
Page 32 of 35.
FY 2014-19Community Development Block Grant(CDBG)Program City/Non-Profit Public Service Contract'