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16-058 Community Development Block Grant (CDBG) Program City/Non-Profit Public Service Contract, West Valley Community Services (WVCS) of Santa Clara County, Inc.FIRST AMENDMENT TO COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM CITY/NON-PROFIT PUBLIC SERVICE CONTRACT The First Amendment to Contract is entered into between WEST VALLEY COM!VIUNITY SERVICES (WVCS) (CORPORATION) and the CITY OF CUPERTINO (CITY) to amend the Contract entered into pursuant to the Catalog of Federal Domestic Assistance (CFDA) for allocation and disbursement of Community Development Block Grant (CDBG) funds to Corporation dated July 1, 2016 (CONTRACT). "'ITNESSETH WHEREAS, the CITY has applied for and received a FY 2017-18 funding allocation for CDBG funds from the United States Department of Housing and Urban Development (HUD); and WHEREAS, the City Council authorized the City Manager execute amendments with organizations as needed to implement the FY 2017-18 allocation of CDBG funds ; and WHEREAS, the parties wish to enter into this amendment to increase CORPORATION's CDBG entitlement, extend the tem1 of the CONTRACT, revise the Project Description , Implementation Time Schedule and Project Budget; THEREFORE, the parties agree as follows: 1. Section I, entitled "Program," is revised to read as follows : For the period of Julv 1, 2016 to June 30, 2017, CITY agrees to allocate a portion of its CDBG entitlement, as defined in 24 CFR 570 Subpart J , "Grant Administration," to CORPORATION as a subrecipient for eligible public service activities, in the sum of Thirty Two Thousand Four Hundred Eighty Eight Dollars and No Cents ($32,488.00) for the purpose of implementing the CORPORATION'S project, as more particularly described in Exhibits A-F. For the period of July 1, 2017 to June 30, 2018 , CITY agrees to allocate a portion of its current CDBG entitlement, as defined in 24 CFR 570 Subpart J, "Grant Administration," to CORPORATION as a subrecipient for eligible public service activities , in the sum of Thirty Two Thousand Four Hundred Eighty Eight Dollars and No Cents ($32,488.00) for the purpose of implementing the CORPORATION'S project, as more particularly described in Exhibits A-F as noted herein, attached to this First Amendment. The total CDBG allocation for FY 2 0 16-1 7 through FY 201 7-1 8 shall not exceed Sixty Four Thousand Five Hundred Seventy Eight Dollars and No Cents ($64,578.00). 2. Section IT, "Term," is amended to read as follows, the purpose of this Contract is for the CITY to disburse Grant funds for eligible activities. Unless amended prior to its expiration, the t erm of this Contract for disbursement purposes will begin on July 1, 2017 and will end on June 30, 2018 , unless terminated earlier pursuant to Section VI or Section VII of the Contract. 3. The following Exhibits to the Contract are hereby added to rea d as shown in the attachments to this Amendment: I. Exhibit A: Program Description 2. Exhibit B: Program Work Plan 3. Exhibit C: Program Implementation Timeline Schedule 4. Exhibit D: Program Budget 5. Exhibit E: Basic Insurance and Bond Requirements for Non-Profit Contracts 6. Exhibit F: Assurances 4. All te1ms, covenants and conditions stated in the CONTRACT, which are not herein amended, remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment effective on the later date shown below. AGENCY: NAME BY: __ 1_o_~_h_5_-e_\_b ___ _ (Print Name) +/11/ 1-:r Josh Sela Date Executive Director APPROVED AS TO FORM AND LEGALITY: ):)AA # Randolph Stevenson Hom City Attorney EXPENDITURE DISTRIBUTION CITY OF CUPERTINO, a municipal corporation BY: #.#/lT/ s/lRIJIA@:<Jtlll -------------- (Print Name) ~~• t77£Jz Amii Shrivastava Date 7 Assistant City Manager ATTEST: ~7---2/;~[J Grace Schmidt Date City Clerk PO # 9-0 \~ -\~ J&o -1?-1-loiw -t/2 Original Co ntract: VO ?Di 1--IO"'/ $32,090 Amendment # 1 ?o 1-b\&-13K $32,488 Total: $64,578 PROGRAM DESCRIPTIO N Agency Na me: DUNS: West Valley Community Services (WVCS) Executive Director: Project Manager: Project# (For Office Use Onl y) Josh Selo Sujatha Venkatraman Street Address: City: State: I Zip Code: I 0104 Vista Drive Cupertino CA 95014 Telephone number: Fax Number: Manager E-mail 408-255-8033 su i athav(a),wvcommunitvservices.org; Name of Project/Program: Community Access to Resources and Education (CARE) Project/Progrnm Location: 10104 Vista Drive Cupertino, CA 95014 Project Description: EXHIBITB PROGRAM WORK PLAN FY 2017/2018 AGENCY NAME: West Valley Community Services (WVCS) PROGRAM NAME: Community Access to Resomces and Education (CARE) HUD National Objectives Low/Mod Income Type: Objectives Benchmarks for Each Quarter 1st 2nd 3rd 4th TOTAL Case management and Supportive services 25 25 25 25 100 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2017/2018 AGENCY NAME: West Valley Community Services (WVCS) PROGRAM NAME: Community Access to Resow·ces and Education (CARE) Activity Number & Description: Activity Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May # 1. Jun EXHIBTTD PROGRAM BUDGET FY 2017/2018 AGENCY NAME: West Valley Commun ity Services (WVCS) PR OGRAM NAME: Community Access to Resources and Ed ucation (CARE) p ro2ram B d t (F' I Y 20 17 2018) u 2e 1sca ear - Proposed Project Expenses 2017-2018 Request Salaries/Benefits/Payroll /Taxes $32 ,488 Office Supplies Commun ication Publications /Printing/ Adve11ising Travel Rent/Lease/Mortgage Utilities Insurance Equipment Rental/Maintenance Audit/Legal /Professional Services (for CDBG portion only) Direct Services (Funding for specific service such as a meal , ride) Contracted Services Other otal Expenses $32,488 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used herein is the party contracting with the City of Cupertino for the direct distribution of CDBG funds. If your organization will be contracting for construction work (such as general contractors building rental apartments) to tmdertake a Program (as defined in this Non-Profit/City Contract) then the requirements set fo1ih herein shall be complied with by the party contracted with for construction work protecting both the non-profit and the City. Indemnity The Contractor shall indenu1ify, 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 performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the pmiies 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 obligate d to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indenmification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the followin g insmance coverages and provisions : A . Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a fonn approved by the City's Insurance Manager an original plus one copy of a Cetiificate oflnsurance 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 oflnsurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form i f they provide the coverage as required . In addition, a certified copy of the policy or policies shall be provided by the Conh·actor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance fo1m 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 insw-ance required and such insmance 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 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, I 0300 Torre Avenue, Cupertino, CA 95014 . C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the cwTent Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Re quired 1. Compreh en sive General Li a bility In surance -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 Insmance -for bodily injury (including death) and property damage which provides limits as follows : a. General limit per occurrence -$1 ,000,000 b. General limit aggregate -$2,000 ,000 c . Products/Completed Operations -$1,000,000 aggregate d. Personal Injury limit -$1,000 ,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date . If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to b e purchased by the Contractor to restore the re quired limit s . 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000 ,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Contract. d . Personal Injury liability . e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability . 4 . For either type of insurance, coverage shall include the following endorsements, copies of which shall be prov ided to the City: a. Additional Tnsured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupe1tino, 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 Cupe1tino , its officers, agents , and employees shall be excess only and not contributing with insurance provided und er this policy. c. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by th e Company without 30 da y s prior written notice of such cancellation or reduction in co v erage 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 w1der written contract with th e City of Cupertino . e. Personal Injury Endorsement: The provisions of this policy shall provide Personal l11jury co verage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability . 5 . Comprehensive Automobile Liability Insw·ance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000 ,000) combined single limit per occurrence applicable to all owned, non-owned and hired v ehicles . 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) p er occunence for all employees engaged in services or operations under this Contract. c . Inclusion of the City and its governing board(s), officers, representati ves, agents , and employees as additional insured's , or a waiver of subrogation. 7. Professional Elrnrs and Omissions Liability Insurance 8 . This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits ofnot less than one million dollars ($1,000 ,000). b. If this policy contains a selfretention limit, it shall not be greater than ten thousand dollars ($10,000) per occwTence/event. c. This coverage shall be maintained for a minimum of two (2) years following tem1ination of this Contract. The City must first appro ve any exceptions to the a bo ve requirements. 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 coLmtersign 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 w1til proper coverage has been obtained. Failure to give such notice may be cause for termination of this Conh·act, at the option of the City. 9. Special Provisions 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 insmance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including 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 requirements outlined above . d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to i1ru11ediately suspend work at Contractor's expense until a new policy of insurance is in effect. ADDENDUM TO EXHIBIT "E" BASIC INSURANCE AND BOND REQUIREMENTS FOR CONSTRUCTION PROJECTS USING CITY FUNDS Tfyour 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 Addendwn to Exhibit "E" shall be complied with by the party contracted with for construction work protecting both the non-profit and the City. Indemnity The General Contractor (hereinafter refen-ed to as "General") shall indemnify, defend, and hold hannless the City of Cupertino (hereinafter "City"), its officers , agents and employees, and the Contractor, it's officers , agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by General and/or its agents, employees or subcontractors , excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City or the Contractor. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City and the Contractor. The General shall reimburse the City and the Contractor for all costs, attorneys' fees , expenses and liabilities incu1Ted with respect to any litigation in which the General 1s obi igated 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 prov ide an original plus one copy of a Ce1iificate 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 Ce1iificate of Insurance . Individual endorsements executed by the insurance catTier shall accompany the C e1iificate. This verification of coverage shall be sent to the Contractor at the address stated below and to the Community Development Depa1tment, 10300 Torre Avenue , Cupertino, CA 95014 . The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the Contractor and final approval by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation or Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior w1itten notice of any cancellation or reduction in cov erage to be sent to the Community Development Department as stated above, and the Contractor at the following address: West Valley Community Services (WVCS) 10104 Vista Drive Cupertino, CA 95014 C. Qualifying Insurers 1. All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the cuITent Best's Key Rating Guide, unless otherwise approved by the City. 2. Surety coverage (including bid, performance and payment bonds) shall be required as follows: a. For projects in excess of $100,000: b. Either a California Admitted Smety OR a cunent 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; 1. An admitted surety insurer which compli es with the provisions of the Code of Civil Procedure, Section 995 .660*; OR 3. In lieu of 1 & 2, a company of equal financial size and stability that is approved by the City's Insurance/Risk Manager. b . For projects between $25,000 and not exceeding $100,000: 1. A California Admitted Surety and either a ctment 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 995.660 *; OR 3 . In lieu of 1 & 2, a company of equal financial size and stability that is approved by the City's Insurance/Risk Manager. D. Insurance Required 1. Comprehensive General Liability Insmance -for bodily injmy (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance -for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence -$1,000,000 b . General limit aggregate -$2,000,000 c. Products/Completed Operations-$1,000,000 aggregate d . Personal Injury limit -$1,000,000 If coverage is provided under a Commercial General Liability Insurance form , the carrier shall provide the City In surance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be pmchased by the General to restore the required limits . 3. For either type of insurance, coverage shall include: a. Premises and Operations 'California Code of Civi l Procedure Section 995.660 in summary, states that an admitted surety must provide: l) th e original , or a certified copy of in stnunent authorizing the person who exec ut ed the bond lo do so ; 2) a certified copy of the Certificate of Auth ority issued by th e Insurnnce Conuniss ioner; 3) a certifi cate from City Clerk of Cupertino City that Certificate of Authorit y ha s not be e n sull'endered , revoked , cancel ed , annul led or s uspended; 4) a fin anci a l statement showi ng the assets and liabilities of the insurer at the end of the quart er calendar year, prior to 30 days next preceding the date of the execution of the bond . 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 express ly including liability assumed under this Contract. 2. Personal Injury liability . e. Independent Contractors' (Protective) liability f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City and the Contractor: a. Additional Insured Endorsement: Insurance afforded by this policy shall also apply to the City of Cupertino and Contractor as additional insureds . b. Prima1y 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 in surance provided under this policy. c. Notice of Cancellation 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 l O of this Addendum. d . Severability of Interest Endorsement: The insurance afforded by this policy shall 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 prope11y damage which provides total limits of not less than one million dollars ($1,000 ,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6 . Worker's Compensation and Employer's Liability Insurance for: 7. 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. Work and Materials Insurance (including but not limited to Builder's Risk, Course of Construction, Installation Floater or sim ilar first party property insurance for covering the interest of the Contractor and the City) shall be provided by the Conh·actor. The Contractor's coverage shall provide the following: 8. 1. Coverage shall be provided on an "all-risk" basis . b. Coverage shall be provided on the work and materials which are the subject of this Contract, whether in process or manufacture or finished , including "in h·ansit" coverage to the final agreed upon destination of delivery, and including loading and unloading operations, and such coverage shall be in force until the work and materials are accepted by the City. c. City and non-profit shall be named as additional insured as its interests may appear at the time of loss. d . Coverage shall be in an amount no less than the full replacement value of the property at the time of loss. e. The deductible shall not exceed $1 ,000 per occun-ence unless otherwise approved by the City and shall be borne by the Contractor. f. Tf the construction contractor fails to maintain such insurance as is called for herein , the City shall have cause to terminate this Contract in accordance with Section V, paragraph B. Bond Requirements The following bond requirements apply: a . Contract Bonds -Prior to execution of th e Conh·act, Contractor shall file with the City on the approved forms , the two smety 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 fonn. 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 satisfact01y 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 authori zed by the Specifications, or any part of the Contract, may be made without securing consent of the surety or sureties on the contract bonds. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to tl1e types and limits of insurance coverage to be maintained by the General and any approval of said insmance by the City or the Contractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the General pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The Contractor reserves the right to withhold payments to the General in the event of material noncompliance with the insurance requirements outlined above. c. The Contractor shall notify the City Community Development Department promptly of all losses or claims over $25 ,000 resulting from work perfmmed under this contract, or any products/completed operations loss or claim against the contractor resulting from any of the contractor's work. EXHIBIT F ASSURANCES CORPORA TlON hereby assures and certifies that it will comply with all regulations , policies , guidelines and requirements applicable to the acceptance and use of Federal funds for this Federally- assisted program and will be responsible for implementing and complying with all relevant future changes to Federal Regulations or 0MB Circulars. Specifically CORPORATION gives assurances and ce1tifies with respect to the PROGRAM that it is in compliance with the following Regulations as defined by 24 CFR, Part 570, Subpatt J; 24 CFR, Pait 570, Subpart K; and will be conducted and administered in conformity with "Public Law 88.352 and Public Law 90-284 . 1. 570.601. Public Law 88-352 and Public Law 90-284; affirmatively furthering fair housing; Executive Order 11063, as amended by Executive Order 12259 addresses discrimination. HUD regulations implementing Executive Order 11063 are contained in 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 and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973 ; the Age Discrimination Act of 1975; 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. 570.602. Section 109 of the Act addresses discrimination. 3 . 570.603. Labor Standards. 4. 570.604. Environmental Standards. 5 . 570.605. National Flood Insurance Program. 6. 570.606. Relocation , Displacement and Acquisition. 7. 570.607. Employment and Contracting Opportunities . 8 . 570.608. Lead-Based Paint. 9. 570.609. Use of Debarred, Suspended, or Ineligible Contractors or Subrecipients. I 0. 570.610. Uniform Administrative Requirement and Cost Principles. The CITY, its Subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines, and requirements of24 CFR Part 85 (Common Rule), and 0MB Circulars A-110 (Grants and Agreements with Non-Profit Organizations), A-122 (Cost Principles for Non-Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR, Part 24), and A-133 (Audits ofTnstitutions of Higher Education and Other Non-Profit Institutions), as applicable, as they relate to the acceptance and use of Federal funds under this part. The applicable sections of 24 CFR, Part 85 and 0MB Circular A-100 are set forth at 570.502 . 11. 570.611. Conflict ofinterest. 12. 570.612. Executive Order 12372 allows States to establish its own process for review and comment on proposed Federal financial assistance programs, specifically the use of CDBG funds for the construction or planning of water or sewer facilities . 13 . 570.613. Eligibility restrictions for ce1iain resident aliens. 14. 570.614. Architectural Barriers Act and the Americans with Disabilities Act. Federal regulations issued pursuant thereto, which prohibit discrimination against the disable d in any federally assisted program, the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-415 7) and the applicable requirements of Title 11 and/or Title Ill of the Americans with Disabilities Act of 1990 ( 42 U.S.C. 12131 ~~-),the requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C . 794), and federal regulations issued pursuant thereto . 15 . 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 the CORPORATION 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/s tate principles and the applicable constitutional prohibitions set forth in 24 C.F.R. Section 570.200U). 17. Flood Disaster Protection. The Flood Disaster Protection Act of 1973 (P.L. 93-234). No po1iion of the assistance provided under this Agreement is approved for acquisition or constrnction 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 tl1en 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 pa1iicipating in the national flood insurance program is subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act. Any contract or Agreement for the sale , lea se, or other trnnsfer of land acquired, cleared or improved with assistance provided under this Agreement is to contain certain pro visions. These provisions will apply if such land is located in an area identified by HUD as havi ng 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 ~ ~-These provisions obligate the transferee and it s successors or ass igns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purpos es under ·section 102( s) of the Flood Disaster Protection Act of 1973. Such provisions are required notwithstanding the fact that the construction on such land is not itself funded with assistance prov ided 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 Regulations. Any other HUD regulations present or as may be amended, added , or waived in the future pe1taining to the Grant funds, including but not limited to HUD regulations as may be promulgated regarding subrecipients. COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM CITY/NON-PROFIT PUBLIC SERVICE CONTRACT THIS Community Development Block Grant Program City/Non-Profit Contract (the "Contract") is entered into pursuant to the Catalog of Federal Domestic Assistance (CFDA) 14.218 by and between the CITY OF CUPERTINO, apolitical subdivision of the State of California (hereinafter "CITY"), and WEST VALLEY COMMUNITY SERVICES (WVCS) OF SANTA CLARA COUNTY, INC. a non-profit public benefit corporation (hereinafter "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of Community Development Block Grant (hereinafter "CDBG") funds to CORPORATION on April 19, 2016. WITNESS ETH WHEREAS , CITY has applied for and received CDBG Entitlement 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 1 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 another National Objective of the CDBG Program; NOW, THEREFORE, the parties agree as follows; I. PROGRAM CITY agrees to allocate a portion of its current CDBG entitlement, and/or program income as defined in 24 CFR 570 Subpart J, "Grant Administration," to CORPORATION as a subrecipient, being the sum of Thirty Two Thousand and Ninety Dollars and No Cents ($32,090.00) 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 prior to its expiration, the term of this Contract for disbursement Page I of36 FY 2016-17 Community Development Block Grant (CDBG) Program City/Non-Profit Publi c Service Contract purposes will begin on July l, 2016 and will end on June 30, 2017 unless terminated earlier pursuant to Section VI or Section VII of this Contract. B. The term of the expenditure by CORPORATION of the allocation provided for herein will begin on July l, 2016 and terminate on the earliest of the following dates as set forth herein: June 30, 2017 , or later date per amendment to this Contract ; or upon the termination date established pursuant to Section VI or Section VII of this Contract. III. SECOND YEAR RENEWAL OPTIONS The term of this Contract may be extended by an amendment to disburse the CITY 'S CDBG funds authorized by HUD for the fiscal year subsequent to the initial term of this Contract , contingent on the following requirements and process: A. Receipt of written authorization by CITY from the U.S. Department of Housing and Community De velopment (HUD) to expend funds for the purposes of this Contract ; B. CITY'S appropriation of funds for this Program; C. CORPORATION 'S satisfactory performance , as determined by the CITY, of all its obligations as stated in this Contract; D. Submission to CITY of Proof oflnsurance . IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION will: 1. Pro v ide CITY with copies of the following documents, ev idencing filing with the appropriate governmental agency: a) Its A1iicles 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 oflncorporation, Bylaws , Board of Directors , personnel policies and procedures , or tax exempt status to DIRECTOR. Pa ge 2 of36 FY 20 16-17 Communit y Deve lopm ent Bl ock Grant (C DBG) Pro gram City/N on-P rofi t Publi c Serv ice Co ntra ct 3. Maintain no member of its Board of Directors as a paid employee , agent , independent contractor, or subcontractor under this Contract. 4. Open to the public , meetings of its Board of Directors , ifrequired by California 's open meeting laws , except meetings , or portions thereof, dealing w ith 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. 7. Provide to the CITY a copy of a resolution authorizing the CORPORA TION's execution of this Contract. The CORPORATION hereby warrants to the CITY that this Contract is a legal , valid , and binding obligation of the 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. 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 serv ices 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 rep01i 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 ev ent 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 program-related publicity and publications using words to the effect : "funded in whole or in part by the City of Cupertino tlu·ough the Housing and Community Development Act of 1974 , as amended ." 6. CORPORATION agrees it will carry out the principles as provided in Presidents Executive Order 11246 of September 24 , 1965. Pa ge 3 of36 FY 20 16-1 7 Co mmunity Deve lopm ent Bl oc k Grant (C DBG) Prog ram City/No n-P ro fit Publi c Serv ice Co nt rac t 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 13 5, 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 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 wo uld 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 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 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 by persons residing in, the areas of the program. The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Paii 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are und er no contractual or other impediment that would prevent them from complying with the Part 13 5 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 or 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 fo1th 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 appl ications 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 subject to compliance with regulations in 24 C.F.R. Part 135 , and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has Page 4 of36 FY 2016-17 Co mmunity Development Block Gra nt (CDBG) Program Ci ty/No n-Profit Pub li c Service Co ntra ct notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Pmi 135. The contractor will certify that any vacant employment positions, including training positions , that are filled (1) after the 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 oppo1iunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Pmi 13 5 Noncompliance with HUD'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 given to 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 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. 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 c. Subcontracts. The CORPORATION will include the Section 3 Clause, found in B.8.a of this Agreement, 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: Page 5 of36 FY 2016-17 Community Development Block Grant (CDBG) Program City/Non-Profit Public Service Contract 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. 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 policies 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-87 and A-102 , and with the following Attachments to OMB Circular A-11 O:" a) Attachment A , "Cash Depositories," 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 paragraph 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 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 activities will be transferred to the recipient for the CDBG PROGRAM 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 compli ance with the Single Audit Act for any non-profit agency expending $500 ,000 or more of federal funds for the fiscal year. Page 6 of36 FY 20 16-17 Co mmunity Deve lopm ent Bl oc k Grant (CD BG) Program City/No n-P ro fit Publi c Serv ice Co ntr ac t 4. Document all PROGRAM cost 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 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 current and continuous insurance coverage , subject to CITY approval and in accordance with requirements as outlined in Exhibit E, "Insurance and Bond 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 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. 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 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 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 with Subpaii K of 24 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 , client name , address , income le vel 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 Record s . CORPORATION will preserve and make av ailabl e its records: Pa ge 7 of 36 FY 201 6-1 7 Co mmunity Deve lopm ent Block Grant (C DBG) Progra m City /No n-P rofit Publi c Serv ice Co nt rac t 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 paiiially 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 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 PROGRAM, 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. 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 ifthe 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. Rev ersion 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 CORPORA TION 's control that was acquired or 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: Page 8 of36 FY 20 16-1 7 Co mmuni ty Deve lopm ent Block Gra nt (CDBG) Progra m City/No n-Pro fi t Publi c Se rvi ce Co ntr ac t 1. Used to meet one of the national objecti ves stated in Title 24 CFR part 570 .2 08 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-CD BG funds for acquisition of, or improvement to , the property (reimbursement is not required after the period of time specified in I. 1. above). J. 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 , or an employee of a Member of Congress in connection with the 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 person who fails to file the required certification will be subject to a civil penalty of not less than Ten Thousand Dollars ($10,000) and no more than One Hundred Thousand Dollars ($100,000) 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 IV.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 to participate in a decision-making process or to gain inside information with regard to such acti v ities , may obtain a personal or financial interest or benefit from the activity, or have an Page 9 of 36 FY 20 16-17 Co mmuni ty Development Block Grant (COBO) Pro gra m C ity/No n-Profit Public Service Co ntra ct interest in any , (ii) any immediate family member of such person, (iii) any elected or appointed official of the 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 prope1iy of that person or CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code section 87100 et seq., 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 .611. 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 otherwise provided herein for all allowable costs and expenses incurred in connection with the PROGRAM, not to exceed the total sum of Thirty Two Thousand and Ninety Dollars and No Cents (32,090.00). 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 of expenses , 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 Josh Selo 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: Page 10 of36 FY 2016-17 Commu nit y Deve lo pm en t Block Gran t (CDBG) Progra m City/No n-Profi t Public Serv ice Co ntra ct CITY: CORPORATION: City of Cupe1iino Attn: Senior Housing Planner 10300 ToITe A venue Cupertino, California 95014 West Valley Community Services (WVCS) of Santa Clara County, Inc. Attn: Executive Director 10104 Vista Drive Cupertino , California 95014 All notices will either be hand delivered or sent by United States mail , registered or ce1iified, 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. VII. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROGRAM 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 PROGRAM 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 PROGRAM. 2 . Ifthere 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 caITying 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. 5. If CORPORATION makes illegal use of CITY funds. 6 . If CORPORATION submits to CITY any' report which is incoITect or incomplete in any material respect. Page 11 of36 FY 20 16-1 7 Communi ty Deve lo pm ent Bl ock Grant (C DBG ) Pro gram City/No n-P ro fit Publi c Servi ce Co nt rac t 7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Program Work Plan"). C. Correctiv e 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 opp01iunity 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 . 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 f01ih in Section VII below. VIII. TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: unco1Tected 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 Program as described in the attached Exhibits. The date of termination will be as specified in the notice . B. Te1mination 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 serv ices hereunder will be immediately discontinued. C. In the event that this Contract is terminated, CORPORA TON 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. IX. PURCHASING REAL OR PERSONAL PROPERTY CORPORATION and CITY will comply with all applicable Federal Regulations as detailed by 24 CFR Part 570, Subpaii J , i .e. 570.500 (Definitions), 570.503 (Agre e ments with Pag e 12 of36 FY 20 16-17 Co mmuni ty Deve lopm ent Block Gra nt (CDBG) Progra m City/No n-P ro fit Publi c Serv ice Co nt rac t Subrecipients), 570.504 (Program Income), and 570.505 (Use of Real Prope1iy), with regards to the use and disposal of Real or Personal Property purchased in whole , or in part , with CDBG funds . In addition, 24 CFR Paii 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 85 (Common Rule) 85.3: 1) Equipment means tangible , non-expendable , personal property having a useful life of more than one year and an acquisition cost of $5 ,000 or more per unit. 2) Title as defined in detail in 24 CFR, Part 85.32 (a). 3) Use as defined in detail in 24 CFR, Paii 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 property, 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 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 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 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 the acquisition and disposition of all real property utili z ing CDBG funds , and to the displacement of persons, businesses , and non-profit organizations as a direct result of any acquisition of real property utilizing CDBG funds. CORPORATION agrees to comply with applicable state laws , City Ordinances, Resolutions , and Policies concerning displacement of individuals from their residences . Pa g e 13 of36 FY 2016-1 7 Co mmuni ty Developm ent Bl oc k Gra nt (C OB O) Pro gram City/No n-Profit Publi c Se rvi ce Co ntra ct 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 canied out with CDBG funds made available under this Contract. By way of further limitations , CORPORATION may use such income during the Contract period for acti vities 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 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. 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 particular concern to the CITY in view of the CITY's interest in providing services to lower income persons and the CITY's reliance on the unique qualifications of the CORPORATION. Consequently , this Contract may not be assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY. None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third parties without the prior written approval of CITY, which the CITY may withhold in its sole discretion. 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 CORPORATION shall remain fully liable for all obligations and requirements under this Contract including the 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. XIII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CORPORATION agrees to maintain client records consistent with applicable laws regarding personal privacy and obligations of confidentiality . Pa ge 14 of36 FY 20 16-17 Co mmunity D eve lopm ent Bl ock Grant (C D BG) Pro gra m C ity/No n-Profi t Publi c Se rvi ce Contract XIV. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E, "Insurance and Bond Requirements ," CORPORATION w ill indemnify and hold harmless the CITY, its employees , agents , and offici als , 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 compl y with applicable laws , ordinances , codes , regulations and decrees , including without limit~tion those set fo1ih 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 wai v er 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 w aiver 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 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 (Go v ernment 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 , emplo yment, 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 CORPORA TION 's contracts with sub- contractors and vendors when utilizing the CDBG funds disbursed for this Program. XVII. AMENDMENTS Page 15 of36 FY 20 16-1 7 Co mmuni ty Deve lo pm ent Bl ock Grant (C DBG) Prog ram City/No n-P ro fit Publi c Se rvice Co nt ract Other than the amendment related to a second year renewal option as stated in Article III above , amendments to the terms or conditions of this 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. 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 of the terms of obligations contained in any 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 , be held 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 incorporated herein by this reference as if set forth fully herein . Exhibits are as follows: Exhibit "A" (PROGRAM Description), Exhibit "B" (PROGRAM Work Plan), Exhibit "C" (Proposed Implementation Time Schedule), Exhibit "D" (Program Budget), Exhibit "E" (Insurance Requirements), Exhibit "F" (Assurances). C. Conflict oflnterest. 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 any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or 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 any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, during , or at an y time after, such person's tenure. The CORPORATION shall exercise due diligence 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 CITY board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income , inv estment 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 seq., its implementing regulations manual and codes , and Government Code Section 1090 . Pa ge 16 of36 FY 20 16-17 Co mmunity Deve lopm ent Block Gra nt (C DBG) Progra m City/No n-P rofi t Publi c Serv ice Co nt rac t D. Interpretation. Each party to this Contract has had an oppo1iunity 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. E . Third-Party Beneficiary. There shall be no third paiiy beneficiaries to this Contract. F. Choice of Law and Venue . This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County . G . Severability. If any term of this Contract is held by a comi 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 obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability . IN WITNESS WHEREOF, the pa1ties 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: West Valley Community CITY OF CUPERTINO, a municipal Page 17 of36 FY 20 16-1 7 Co mmunit y Deve lopment Block Grant (C DBG) Program City/Non-Profit Public Se rvi ce Co ntract Services (WVCS) of Santa Cl ara County, Inc . By: (Print name) Josh Sela Date Executive Director APPROVED AS TO FORM AND LEGALITY: Randolph Stevenson Hom City Attorney Date EXPENDITURE DISTRIBUTION ACCOUNT NUMBER 260 -72-710-600-623 PO #: Original Contract (1 st Yr.): Contract Amendment (2nd Yr.): Total: corporation By Qli'I ,' j 6 ('id! ?kl~nrune~ David 'Brandt Date City Manager ATTEST: ~r Grace Schmidt ~te City Clerk AMOUNT $32,090 .00 $0.00 $32,090 .00 EXHIBIT A PROGRAM DESCRIPTION Agency Name: DUNS #: West Valley Community Services (WVCS) 141088968 Executive Director : I Project Manager: Project# (For Office Use Only) Josh Sela Sujatha Venkatraman CDBG-2016-2 Page 18 of36 FY 20 16-1 7 Community Development Block Grant (CDBG) Program C ity/Non-Profi t Pub li c Service Contract Street Address : City: State : I Zip Code: 10104 Vista Drive Cupet1ino CA 95014 Tel e phone number: Fax Number: Proj ect Man ag er E-mail Addres s: 408.255 .8033 NI A suj ath av@wvcommuni tyse rvice s.org Name of Project/Program: Community Access to Resource and Education (CARE) Project/Pro gram Location: 10104 Vista Drive, Cupertino , CA 95014 Program Description: West Valley Community Services (WVCS) provides the most vital and basic human services to the community 's neediest individuals and families . WVCS has implemented integral program improvements that transitioned the agency from a basic needs provider to the West Valley 's premier comprehensive social services organization . Rather than onl y providing basic needs services , WVCS' Community Access to Resources and Education (CARE) program is designed to suppot1 the most vulnerable and high risk residents of Cupertino and surrounding Cupertino hills through case management and supportive services. CARE is intended to help improve self-sufficiency of the families and individuals by connecting them to community resources and work with them on capacity building. The main objectives of CARE are to encourage more stable and sustainable solutions which will foster self-sufficiency instead of dependency, and make services easily available and accessible to clients. For this funding , the Community Access to Resources and Education (CARE) program will provide support to lower income seniors , high-r isk families with children , and at-risk adults in Cupet1ino and the un-incorporated mountain regions through case management and supportive services. CARE is intended to help improve the self-s ufficiency of the families and individuals by connecting them to community resources and services and work with them on capacity building . CARE programs specific activities include the following : Case Management: Case management is a key component of CARE that focuses on self-sufficiency instead of dependability and will focus on more stable and sustainable solutions. CARE case managers work to assess the family needs by using the self-sufficiency matrix. Based on this assessment and the families ' self-sufficienc y matri x score, the case manager will develop a family case plan with goals to address critical needs and improve self- sufficiency . Food Pantry: All qualified clients will have access to the food pantry in order to supplement their needs and reduce grocery expenses . Every visit to the food pantry includes fresh fruit and vegetables , fresh bread , eggs , a source of protein, and milk, sourced from Second Harvest Food Bank and generous donations from local grocery stores such as Safeway and Whole Foods. EXHIBIT B PROGRAM WORK PLAN FY 2016/17 AGENCY NAME: West Valley Community Services (WVCS) PROGRAM NAME: Community Access to Resources and Education (CARE) Page 19 of36 FY 201 6-17 Co mmuni ty Deve lopment Bl ock Grant (CDBG ) Prog ram City/No n-Profit Public Se rvice Co ntract HUD National Objective Limited Clientele (LMC) Benchmarks for Each Quarter Objectives l st 2 nd 3 rd 4th TOTAL Case Management and Support Services 25 25 25 25 100 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2016/17 AGENCY NAME: West Valley Community Services (WVCS) Pa ge 20 of36 FY 20 16-17 Co mmunity Development Block Gra nt (CDBG) Program City/No n-P rofi t Public Service Co ntra ct PROJECT NAME: Community Access to Resources and Education (CARE) Activit Number & Descri tion: 1.) Case Management and Supportive Services Activit # Jul 8 Oct Nov Dec Jan Feb lVlar 8 8 8 8 8 8 EXHIBIT D PROGRAM BUDGET FY 2016/17 Agency Name: West Valley Community Services (WVCS) Project Name: Community Access to Resources and Education (CARE) Page 21 of36 FY 20 16-1 7 Co mmuni ty Deve lopm ent Bl oc k Gra nt (C DB G) Progra m C ity/No n-Pro fit Publi c Serv ice Co nt rac t Jun Total IO 100 Proposed Pro.iect Expenses FY 2 0 16 /17 Salaries/Benefits/Payroll/Taxes [Total Expenses EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS $32,090.00 $32,090.00 Definition of Contractor: The "Contractor" as the word is used herein is the party contracting with the City of Cupertino for the direct distribution of C DB G 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 Pag e 22 of 36 FY 2016-17 Comm unity Deve lopm ent Block Grant (CDBG) Pro gra m City/Non-Profi t Publi c Serv ice Co nt ract herein shall be complied with by the party contracted with for construction work protecting both the non-profit and the City. Indemnity 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 performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs , attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, 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 further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Ce1iificate of Insurance ce1iifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Housing and Community Development Program at the address set forth in this Contract at Section VI. PROGRAM 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 Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers Page 23 of 36 FY 2016-17 Community Deve lopment Block Grant (CDBG) Program City/Non-Profit Public Service Contract All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide , unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance -for bodily injury (including death) and prope1iy damage which provides limits of not less than one million dollars ($1 ,000,000) combined single limit (CSL) per occunence. OR 2. Commercial General Liability Insurance -for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occunence -$1 ,000,000 b. General limit aggregate -$2,000,000 c. Products/Completed Operations-$1,000,000 aggregate d. Personal Injury limit -$1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the canier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date . If over 50% of the aggregate limits have been paid or reserved , the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000 ,000) per occunence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protecti ve) 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: Pa ge 24 of 36 FY 201 6-1 7 Community Deve lopm ent Bloc k Gra nt (CDBG) Pro gram City/No n-P ro fit Publi c Se rvice Co nt rac t a. Additional Insured Endorsement: Such insurance as is afforded by 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 not contributing with insurance provided under this policy. c . Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement : The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought , except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1 ,000 ,000) combined single limit per occurrence applicable to all owned , non-owned and hired vehicles . 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. Page 25 of36 FY 2016-17 Co mmuni ty Development Block Gra nt (CDBG) Program City/No n-Profi t Public Serv ice Co nt rac t b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. c. Inclusion of the City and its governing board(s), officers, representatives , agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services . a. Limits of not less than one million dollars ($1 ,000 ,000). b . If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. c. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements . 8. Bond Requirements Fidelity Bond -Before receiving compensation under this Contract , Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. Page 26 of36 FY 201 6-17 Co mmunity Deve lopm ent Bl ock Grant (CDBG ) Pro gram City /Non-Pro fi t Publi c Se rvice Co nt rac t b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. c. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein , the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. Page 27 of36 FY 2016-17 Co mmuni ty Development Block Grant (COBO) Program City/No n-Profit Public Service Co ntra ct ADDENDUM TO EXHIBIT "E" BASIC INSURANCE AND BOND REQUIREMENTS FOR CONSTRUCTION PROJECTS USING CITY FUNDS If your organization will be contracting for construction work (such as general contractors building rental apartments) to undertake a Program (as defined in this Non-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. Indemnity The General Contractor (hereinafter referred to as "General") shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers , agents and employees, and the Contractor, it's officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by General and/or its agents , employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City or the Contractor. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City and the Contractor. The General shall reimburse the City and the Contractor for all costs , attorneys' fees , expenses and liabilities incurred with respect to any litigation in which the General is obligated to indemnify, defend and hold harmless the City and the Contractor under this Contract. Insurance Without limiting the General's indemnification of the City and the Contractor, the General shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein , the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the General shall provide an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. Individual endorsements executed by the insurance carrier shall accompany the Certificate. This verification of coverage shall be sent to the Contractor at the address stated below and to the Community Development Department, 10300 Torre Avenue , Cupertino , CA 95014 . The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the Contractor and final approval by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B . Notice of Cancellation or Reduction of Coverage 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 abo ve , and the Contractor at the following address : Pa ge 2 8 of36 FY 201 6-1 7 Co mmuni ty Deve lo pm ent Bloc k Gran t (C DBG) Pro gram City/N on-P rofi t Publi c Se rvice Co nt rac t West Valley Community Services (WVCS) of Santa Clara County, Inc. 10104 Vista Drive Cupe1iino , California 95014 C . Qualifying Insurers 1. All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII , according to the current Best's Key Rating Guide, unless otherwise approved by the City. 2. Surety coverage (including bid, performance and payment bonds) shall be required as follows: a . For projects in excess of $100 ,000 : 1 . Either a California Admitted Surety OR a current Treasury Listed Surety (Federal Register); and either a current A.M. Best A IV rated Surety OR a current Standard and Poors (S&P) rating of A ; 2. An admitted surety insurer which complies with the prov1s10ns of the Code of Civil Procedure, Section 995 .660*; OR 3 . In lieu of 1 & 2 , a company of equal financial size and stability that is approved by the City's 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 995.660 *; OR 3 . In lieu of 1 & 2 , a company of equal financial size and stability that is approved by the City 's Insurance/Risk Manager. D. Insurance Required 'Cali fo rni a Cod e o f C iv il Pro cedure Section 995 .660 in s umma ry , states th at an admitt ed s urety mu st prov ide: l ) th e ori g in a l, or a ce rtifi ed co py o f in strument a uthori z in g th e perso n who execute d th e bo nd to do so ; 2) a certifi ed co py of th e Certifi cate of A uth ori ty iss ued by the In suran ce Commiss io ner; 3) a cert ifi cat e fr o m C ity C lerk o f C up ert ino C ity that Certifi cate of Auth ori ty has not been s urre nd ered, revoked , canceled, annulled or s us pe nd e d ; 4 ) a financial statement sho w in g th e assets and li a biliti es of th e in s urer at the end of th e qu arte r cale nd ar yea r, pri or to 30 days next precedin g th e date of th e exec uti on of the bond . Pag e 29 of36 FY 20 l 6-l 7 Communi ty Deve lo pme nt Bl ock Grant (CDBG) Pro gram C ity/N on -Profit Publi c Se rvice Co ntract 1. Comprehensive General Liability Insurance -for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1 ,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance -for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence -$1 ,000 ,000 b. General limit aggregate -$2,000,000 c. Products/Completed Operations-$1,000,000 aggregate d. Personal Injury limit -$1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved , the City may require additional coverage to be purchased by the General to restore the required limits . 3. For either type of insurance, coverage shall include: a . Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/aggregate to be maintained for two (2) years following acceptance of the work by the City . c . Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4 . For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City and the Contractor: 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 Pa ge 30 of 36 FY 20 16-17 Com muni ty Development Block Gra nt (CDBG) Program City/No n-Pro fit Public Se rvi ce Co ntra ct Contractor shall be excess only and not contributing with insurance provided under this policy. c. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be 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 Interest Endorsement: The insurance afforded by this policy shall 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 , 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. 7. Work and Materials Insurance (including but not limited to Builder's Risk, Course of Construction, Installation Floater or similar first party property insurance for covering the interest of the Contractor and the City) shall be provided by the Contractor. The Contractor's coverage shall provide the following: a. Coverage shall be provided on an "all-risk" basis. b. Coverage shall be provided on the work and materials which are the subject of this Contract, whether in process or manufacture or finished , including "in transit" coverage to the final agreed upon destination of delivery, and including loading and unloading operations, and such coverage shall be in force until the work and materials are accepted by the City. c . City and non-profit shall be named as additional insured as its interests may appear at the time of loss . Page 3 I of36 FY 2016-1 7 Co mmunity De ve lopm ent Bl ock Grant (C DB G) Pro gram City/No n-Profit Public Service Co ntract d. Coverage shall be in an amount no less than the full replacement value of the property at the time of loss. e. The deductible shall not exceed $1 ,000 per occurrence unless otherwise approved by the City and shall be borne by the Contractor. f. If the construction contractor fails to maintain such insurance as is called for herein , the City shall have cause to terminate this Contract in accordance with Section V , .paragraph B. 8. Bond Requirements The following bond requirements apply: a. Contract Bonds -Prior to execution of the Contract , Contractor shall file with the City on the approved forms , the two surety bonds in the amounts and for the purposes noted below, duly executed by a reputable surety company satisfactory to City, and Contractor shall pay all premiums and costs thereof and incidental thereto. Both Contractor a nd 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 consent of the surety or sureties on the contract bonds. 9. Special Provisions The following provisions shall appl y to this Contract: Pa ge 32 of36 FY 201 6-1 7 Community Deve lopm ent Bl oc k Grant (C DBG) Pro gram City/No n-P ro fit Publi c Se rvice Contr ac t a. The foregoing requirements as to the types and limits of insurance co ve rage to be maintained by the General and any approval of said insurance by the City or the Contractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the General pursuant to this Contract, including but not limited to the provisions concerning indemnification. · b. The Contractor reserves the right to withhold payments to the General in the event of material noncompliance with the insurance requirements outlined above. c. The Contractor shall notify the City Community Development Department promptly of all losses or claims over $25 ,000 resulting from work performed under this contract, or any products/completed operations loss or claim against the contractor resulting from any of the contractor's work. EXHBITF ASSURANCES Page 33 of 36 FY 20 16-17 Com muni ty Development Block Grant (CDBG) Program City/No n-Profit Public Service Co ntract CORPORATION hereby assures and certifies that it will comply with all regulations, policies, guidelines and requirements applicable to the acceptance and use of Federal funds for this Federally-assisted program and will be responsible for implementing and complying with all relevant future changes to Federal Regulations or OMB Circulars. Specifically CORPORATION gives assurances and ce1iifies with respect to the PROGRAM that it is in compliance with the following Regulations as defined by 24 CFR, Part 570, Subpart J; 24 CFR, Part 570, Subpart K; and will be conducted and administered in conformity with "Public Law 88.352 and Public Law 90-284. 1. 570.601. Public Law 88-352 and Public Law 90-284; affirmatively furthering fair housing; Executive Order 11063, as amended by Executive Order 12259 addresses discrimination. HUD regulations implementing Executive Order 11063 are contained in 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 and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975 ; 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 . 570.602. Section 109 of the Act addresses discrimination. 3. 570.603. Labor Standards. 4. 570.604. Environmental Standards . 5. 570.605. National Flood Insurance Program . 6 . 570.606. Relocation, Displacement and Acquisition. 7. 570.607. Employment and Contracting Opportunities. 8. 570.608. Lead-Based Paint. 9. 570.609. Use of Debarred , Suspended, or Ineligible Contractors or Subrecipients . 10. 570.610. Uniform Administrative Requirement and Cost Principles. The CITY, its Subrecipients , agencies or instrumentalities , shall comply with the policies , guidelines, and requirements of24 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-128 (Audits of State and Local Governments-implemented at 24 CFR, Part 24), and A- 133 (Audits oflnstitutions of Higher Education and Other Non-Profit Institutions), as applicable, as they relate to the acceptance and use of Federal funds under this paii. The applicable sections of 24 CFR, Part 85 and OMB Circular A-100 are set forth at 570.502 . 11. 570.611. Conflict oflnterest. Page 34 of 36 FY 201 6-1 7 Co mmuni ty Deve lo pm ent Block Grant (C DBG) Progra m City/No n-P ro fit Publi c Se rvice Co ntra ct 12. 570.612. Executive Order 12372 allows States to establish its own process for review and comment on proposed Federal financial assistance programs , specifically the use of CDBG funds for the construction or planning of water or sewer facilities. 13 . 570.613. Eligibility restrictions for certain resident aliens. 14. 570.614. 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. 4151-4157) and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et seq.), the requirements of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations issued pursuant thereto. 15. 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 the CORPORATION 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 570.200(j). 17. Flood Disaster Protection. The Flood Disaster Protection Act of 1973 (P.L. 93-234). No p011ion 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 mandatory purchase of flood insurance requirements of Section 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 Disaster Protection Act of 1973 . Such pro v isions are required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. Page 35 of36 FY 2016-17 Co mmunity Development Block Gra nt (C OBO ) Program City/Non -P rofit Public Service Co ntr act 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 Regulations. 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 36 of3 6 FY 20 16-1 7 Co mmuni ty Deve lop ment Block Gra nt (CDBG) Progra m City/No n-P rofi t Publi c Service Con trac t