16-089 Below Market-Rate (BMR) Affordable Housing Fund (AFH) City/Non-Profit Contract, West Valley Community Services (WVCS) of Santa Clara County, Inc.BELOW MARKET-RATE (BMR) AFFORDABLE HOUSING FUND (AHF)
CITY/NON-PROFIT CONTRACT
(Services Only)
THIS Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract (the "Contract") is entered into between the CITY OF CUPERTINO, a political
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
Below Ma~ket-Rate (BMR) Affordable Housing Funds (AHF) funds (hereinafter "Grant") to
CORPORATION on April 19, 2016.
WITNESSETH
WHEREAS , CITY has reserved a portion of its BMR AHF funds to be used on activities
that benefit Cupertino's residents ; and ,
WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY'S
BMR AHF budget for the Program as described below to be operated within CITY and will
benefit low and very low-income households ;
NOW, THEREFORE, the parties agree as follows ;
I. PROGRAM
CITY agrees to allocate a portion of its current BMR AHF budget to CORPORATION,
being the sum of One Hundred Twenty Two Thousand and Four Hundred Dollars and No
Cents ($122,400.00) 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), and Exhibit "E"
(Insurance and Bond Requirements).
II. TERM
A. The purpose of this Contract is for the CITY to disburse BMR AHF funds for eligible
activities. Unless amended prior to its expiration, the term of this Contract for disbursement
purposes will begin on July l, 2016 and will end on June 30, 2017 unless terminated earlier
pursuant to Section VII or Section VIII 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:
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FY 20 16-1 7 Be low Mark et-Rate (BM R) A ffo rd a bl e H o u sin g Fund (A H F) C ity/Non-Profi t C ontrac t
June 30, 2017, or later date per amendment to this Contract; or upon the termination date
es ta bl ished pursuant to Section VII or Section VIII of this Contract.
III. SECOND YEAR RENEWAL OPTIONS
Th e term of this Contract may be extended by an amendment to disburse the CITY'S Grant
funds authorized by City Council for the fiscal year subsequent to the initial term of this
Contract, contingent on the following requirements and process :
A. Authorization by CITY 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 it's
obligations as stated in this Contract;
D. Submission to CITY of Proof of Insurance .
IV. OBLIGATIONS OF CORPORATION
A. Organization of CORPORATION. CORPORATION will:
1. Provide CITY with copies of the following documents, evidencing filing with
the appropriate governmental agency:
a) Its Articles oflncorporation 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.
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 with
personnel or litigation matters or as otherwise provided by law.
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F Y 2 01 6-17 B e low Market-R ate (BM R) A fford abl e Ho u s in g Fund (A l-IF) C ity/Non -Pro fit Contract
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 wan-ants 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 CORPORA TION'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 services
rendered through the operation of the PROGRAM, and a description of the beneficiaries
of these services, and which reports will evaluate the manner in which the PROGRAM is
achieving its objectives and goals according to the standards established by CITY. The .
progress reports will be due ten days after the close of each reporting period and must
cover the three months immediately preceding the date on which the report is filed .
3. Coordinate its services with other existing organizations providing similar
services in order to foster community cooperation and to avoid unnecessary duplication
of services.
4. Seek out and apply for other sources of revenue in support of its operation or
services from local , state, federal and private sources and, in the event of receipt of such .
award, infom1 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 General Funds."
C . Fiscal Responsibilities of CORPORATION. CORPORATION will:
1. Appoint and submit the name of a fiscal agent who will be responsible for the
financial and accounting activities of CORPORATION, including the receipt and
disbursement of CORPORATION funds. The CITY must immediately be notified in
writing of the appointment of any new fiscal agent and that agent's name.
2. If the term of this Contract is extended by an amendment for a second
fiscal year, submit a satisfactory Audit within 150 days ofCORPORATION 's fiscal year
encompassed by the first year of this Contract.
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FY 2016-1 7 Below Market-Rate (BMR) Affordab le Housing Fund (AHF) City/Non-Profit Contract
3. Document all PROGRAM costs by maintaining records in accordance with
Section III, Paragraph D below.
4. Submit to the CITY, based on an agreed upon schedule, a request for
payment, together with all supporting documentation . Invoices requesting disbursements
submitted after the expiration of the Contract will be honored only for eligible charges
incurred during the Contract term. All invoices must be submitted by the Contract
expiration date or within such other time period specified by the CITY for this Contract
tenn. Funds not disbursed will be returned to the City for future reallocation .
5. Certify current and continuous insurance coverage, subject to CITY approval
and in accordance with requirements as outlined in Exhibit E, "Insurance and Bond
Requirements."
6. Items 1) through 5) above are express conditions precedent to disbursement of
any CITY funding and failure to comply with these conditions will, at discretion of
CITY, result in suspension of funding or termination of this Contract.
7. If CORPORATION does not use Grant funds in accordance with the
requirements of this Contract; CORPORATION is liable for repayment of all disallowed
costs . Disallowed costs may be identified through audits, monitoring or other sources.
CORPORATION is required to respond to any adverse findings, which may lead to
disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non-
Profit Organizations."
D. Establishment and Maintenance of Records. CORPORATION shall :
1. Maintain complete and accurate records of all its transactions including, but
not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks,
bank statements, client statistical records, personnel, property and all other pertinent
records sufficient to reflect properly (a) all direct and indirect costs of whatever nature
claimed to have been incurred or anticipated to be incurred to perform this Contract or to
operate the PROGRAM, and (b) 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
level or other basis for determining eligibility, and description of service provided. Such
infonnation will be made available to CITY monitors for review upon request.
E. Preservation of Records. CORPORATION will preserve and make available its records:
1. Until five years following date of final payment of this contract, or
2. For such longer period, if any as is required by applicable law; or
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FY 2016-17 Below Market-Rate (BMR) Affordab le Housing Fund (AHF) City/Non -P rofi t Contract
3. If thi s Contract is completely or paitially terminated , th e records relating to the
work terminated will be preserved and made available for a period of five y ears from the
date of te1mination .
F. Examination of Records and Facilities. At any time during nonnal business hours , and as
often as may be deemed necessary , CORPORATION agrees that the CITY, and/or any duly
authorized representatives may until expiration of (a) 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 perfonnance of this Contract or the operation of th e 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.
H. Suspension and Termination. Suspension or termination of this Contract may occur if the
CORPORATION materially fails to comply with any term of the award, and that the award may
be terminated for conv enience .
I. Reversion of Assets. Upon expiration or termination of this Contract, the
CORPORATION will transfer to the CITY any BMR AHF funds on hand at the time of
expiration and any accounts receivable attributable to the use of funds.
V. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Contract, CITY shall disburse BMR AHF
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 One Hundred Twenty Two Thousand and Four Hundred Dollars and No Cents
($122,400.00). 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"), failur e to submit adequate progre ss re ports as required herein or other incidents of
non-compliance as described in Section VI , Paragraph B of this Contract or bas e d on the refusal
by CORPORATION to accept any additional conditions that may be imposed by City at any
time to ensure compliance with the te1ms of this Contract.
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FY 20 16-17 Be low Market-R ate (BMR) A ffo rda bl e Ho us in g F und (A H F) C ity/N on -Profit Contract
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 perfonned 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:
CITY:
CORPORATION:
City of Cupertino
Attn: Senior Housing Planner
10300 Torre Avenue
Cupertino, CA 95014
West Valley Community Services of Santa Clara County, Inc.
Attn: Executive Director
10104 Vista Drive
Cupertino , CA 95014
All notices will either be hand delivered or sent by United States mail, registered or certified,
postage prepaid . Notices given in such a manner will be deemed received when hand delivered
or seventy-two (72) hours after deposit in the United States mail. Any party may change his or
her address for the purpose of this section by giving five days written notice of such change to
the other party in the manner provided in this section.
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.
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FY 20 16-1 7 Below Ma rk et-R ate (B MR ) Affo rd abl e Hous ing Fund (A l-IF) City/No n-Pro fit Con tract
2. If there is pending litigation with respect to the performance by CORPORATION if
any of its duties or obligations under this Contract, which may materially jeopardize or
adversely affect the undertaking of or the carrying out of the PROGRAM.
3. If CORPORATION has taken any action pertaining to the PROGRAM, which action
required CITY approval, and such approval was not obtained .
4. If CORPORATION is in default under any provision of this Contract.
5. If CORPORATION makes illegal use of CITY funds.
6. If CORPORATION submits to CITY any report which is incorrect or incomplete in
any material respect.
7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Program Work
Plan").
C. Corrective Action Procedure . CITY , in its absolute discretion and in lieu of immediately
terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION
pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S
intention to consider corrective action to enforce compliance. Such notice must indicate the
nature of the non-compliance and the procedure whereby CORPORATION will have the
opportunity to participate in formulating any 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
tem1inate this Contract as set forth in Section VIII below.
VIII. TERMINATION
A Termination for Cause . CITY may terminate this Contract by providing written notice to
CORPORATION, for any of the following reasons : uncorrected Contract non-compliance as
defined in Section VII , 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 te1mination will be as specified in the
notice .
B . Termination for Convenience. In addition to the CITY 'S right to terminate for cause set
forth in Section VII, either CITY or CORPORATION may suspend or te1minate this Contract
for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of
such notice, performance of the services hereunder will be immediately discontinued.
C. In the event that this Contract is terminated, CORPORA TON may be required to return
funds to the CITY.
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FY 20 16-17 Below Market-Rate (BMR) Affordabl e Housing Fund (AHF) C ity /N on-Profit Contract
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 Grant made to CORPORATION pursuant to this Contract.
IX. PROGRAM INCOME
Income generated by the Program, is considered Program Income. CORPORATION will
annually repo1t all program income generated by activities carried out with grant funds made
available under this Contract. By way of further limitations, CORPORATION may use such
income during the Contract period for activities permitted under this Contract and shall reduce
requests for additional funds by the amount of any such program income balance on hand. All
unused program income shall be returned to the CITY at the end of the Contract period.
X. INDEPENDENT CONTRACTOR
This is a Contract by and between independent contractors and is not intended and will not be
construed to create the relationship of agent, servant, employee, partnership, joint venture or
association between CORPORATION and CITY. CORPORATION, including its officers,
employees, agents or independent contractors or subcontractors , shall not have any claim under
this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or
employee benefits extended to employees of CITY.
XI. ASSIGNABILITY
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 .
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CORPORATION agrees to maintain client records consistent with applicable laws regarding
personal privacy and obligations of confidentiality.
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FY 20 16-1 7 Below Marke t-Ra te (BMR) Affordabl e Housing Fu nd (A HF) City/No n-P ro fit Contrac t
XIII. HOLD HARMLESS
In addition to the indemnity obligations set fmih in Exhibit E , "Insurance and Bond
Requirements," CORPORATION will indemnify and hold harn1less the CITY, its employees ,
agents, and officials, members of boards and commissions, from any and all claims , actions,
suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees
and comi costs, arising out of the failure of the CORPORATION 's Program to comply with
applicable laws, ordinances, codes, regulations and decrees, including without limitation those
set forth in Exhibit E, "Certifications ."
XIV. WAIVER OF RIGHTS AND REMEDIES
In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any
breach of the covenants or conditions of this Contract or any default which may then exist on the
part of CORPORATION, and the making of any such payment while any such breach or default
will in no way impair or prejudice any right or remedy available to CITY with respect touch
breach or default. In no event will payment to CORPORATION by CITY in any way constitute
a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to
CORPORATION on any item, which is not eligible for payment under the PROGRAM or this
Contract.
XV. NON-DISCRIMINATION
CORPORATION will comply with all applicable Federal, State and local laws and regulations .
includiµg the City of Cupertino's policies concerning nondiscrimination and equal opportunity in
contracting . Such laws include but are not limited to the following: Title VII of the Civil Rights
Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of
1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code
sections 12900 et seq.); and California Labor Code sections 1101 and 1102 . CORPORATION
will not discriminate against any subcontractor, employee, or applicant for employment because
of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational affiliations, or
marital status in the recruitment, selection for training including apprenticeship, hiring,
employment, utilization, promotion, layoff, rates of pay or other fonns of compensation. Nor
shall CORPORATION discriminate in provision of services provided in this Contract because of
age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental
disability , physical disability, medical condition , political beliefs , organizational affiliations, or
marital status.
This non-discrimination provision must be included in CORPORATION's contracts with sub-
contractors and vendors when utilizing the grant funds disbursed for this program.
XVI. AMENDMENTS
Other than the amendment related to a second year renewal option as stated in Section III. above ,
amendments to the terms or conditions of this Contract must be requested in writing by a duly
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FY 2016-17 Below Market-Rate (BMR) Affordab le Hous in g Fund (AHF) City/N o n-P rofit Contract
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.
XVII.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.
XVIII. 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 refeITed 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), and Exhibit "E" (Insurance and
Bond Requirements).
Conflict of Interest. In accord ance with Government Code Section 1090 and the Political * C. Reform Act, Go v ernment 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
any 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 ,
investment or interest in real property of that person or the CORPORATION.
Interpretation of this section shall be governed by the definitions and provisions used in the
Political Reform Act, Government Code Section 87100 et seq., its implementing regulations
manual and codes, ap d Government Code Section 1090 .
~ ·~ ~ trM "CVttltL m
J L D. Interpretation . Each party to this Contract has had an opportunity to review the Contract , \ ll &;S confer with legal counsel regarding the meaning of the Contract, and negotiate rev isions to the
Contract. Accordingly, neither paiiy shall rely upon Civil Code Section 1654 in order to interpret
any unce1iainty in the meaning of the Contract.
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FY 20 16-17 Below Market-Rate (BMR) Afford able Ho us ing Fund (A HF) C ity /N on-Profi t Co nt ract
ADDENDUM TO BELOW MARKET-RATE (BMR) AFFORDABLE
HOUSING FUND (AHF) CITY/NON-PROFIT CONTRACT (Services Only)
This Addendum to the Below Market-Rate Affordable Housing Fund City/Non-
Profit Contract (Agreement) is made part of the Agreement and incorporated
herein. The parties signing the Agreement shall initial the Addendum attached to,
and made part of, the Agreement.
Paragraph C of Section "XVIII Miscellaneous" of the Agreement is to amended to
add subparagraph C(2) and is to read as follows:
C. Conflict of Interest.
(1) General Provision. 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 any timt; 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, investment or interest in real
property of that person or the CORPORATION.
Interpretation of this section shall be governed by the definitions and provisions
used in the Political Reform Act, Government Code Section 87100 et seq., its
implementing regulations manual and codes, and Government Code Section 1090.
394\09 \1916925.1
(2) Provisions Specifically Applicable to BMR Units. In addition to
subparagraph (1) above, the following individuals are ineligible to purchase or rent
a BMR unit under the CITY'S Affordable Housing Program:
• CITY employees and officials (and their immediate family members
and dependents) who have policy-making authority or influence
regarding CITY housing programs, or who participate in making
decisions regarding CITY housing programs, administer CITY
housing programs, or whose salary is paid in any part from a CITY
housing program;
• Any consultant to the CITY and employees of the consultant (and
their immediate family members and dependents) who have policy-
making authority or influence regarding CITY housing programs, or
who participate in making decisions regarding CITY housing
programs, administer CITY housing programs, or whose salary is paid
in any part from a CITY housing program. These provisions
regarding consultants apply to the CORPORATION and its
employees, their immediate family members, and dependents;
• An applicant for or developer of the project containing the BMR units
and its officers and employees (and their immediate family members
and dependents), and the property owner of the project and its officers
and employees (and their immediate family members and
dependents); or
• Any other individual who has a conflict of interest as defined by
federal or state law or those covered by the CITY'S adopted Conflict
of Interest Code.
In addition, the CORPORATION shall annually inform the CITY if any of
its employees are on the wait list for BMR units and of their placement on
the wait list. If an employee of the CORPORATION is being evaluated for
the purchase of a particular BMR unit, then all review, evaluation, and
decision regarding that BMR unit must be performed by the CITY, not the
CORPORATION.
West Valley: .J' 6,
'f/J
City Manager r;/ . µ-
City Attorney [)J0 f{
City Clerk Gs;·
394 \09 \19 16925. I
E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract.
F. Choice of Law and Venue. This Conh·act shall be governed by and consh·ued in
accordance with California law. Venue shall be Santa Clara County.
G. Severability. If any tenn of this Contract is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions shall continue in full force and
effect unless the rights and obligations of the parties have been materially altered or abridged by
such invalidation, voiding or unenforceability.
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FY 2016-17 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Con tract
IN WITNESS WHEREOF, the parties have executed this Contract the da y and year above written. The parties
signing below hereby wmrnnt that they are duly authorized to execute this Contract.
AGENCY: West Valley Community Services
(WVCS) of Santa Clara County, Inc.
By: _J_o_s_'n_$_-e_I _ ... __ _
(print name)
~ ~ 5j2-'f/llP
Josh Selo Date
Executive Director
APPROVED AS TO FORM AND
LEGALITY:
Randolph Stevenson Hom
City Attorney
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER
265-72-711-600-635
PO#: ~OI ?r°"\\ t
Original Contract (1 " Yr.):
Contract Amendment (2 "d Yr.):
Total:
CITY OF CUPERTINO, a municipal
corporation:
By: .D~ J' J tr 1 rJ i
~r1/ ;;:_e)
David Brandt
City Manager
ATTEST:
Grace Schmidt
City Clerk
AMOUNT
$122,400 .00
$0.00
$122,400.00
Date
Date
Page 12 of21
FY 2016-17 Below Market-Rate (BMR) Afforda bl e Hou s in g Fund (A HF) City/Non-Profit Contract
Agency Name:
EXHIBIT A
PROGRAM DESCRIPTION
West Valley Community Services (WVCS) of Santa Clara County, Inc .
Executive Director: Project Manager:
Josh Selo Sujatha Venkatraman
Street Address: City:
10 I 04 Vista Dri ve Cupertino
Telephone number: Fax Number:
408.255.8033 xl03 408 .366.6090
Name of Project/Program :
Affordable Placement Program
Project/Program Location :
10104 Vista Drive, Cupertino, CA 95014
Project Description :
Grant # (For Office Use Only)
BMR-2016-1
State: I Zip Code:
CA 95014
Project Manager E-mail Address:
sujathav @wvcommunityservices.org
West Valley Community Services (WVCS) currently administers the Affordable Placement Program for the City of
Cupertino providing low-income individuals and families an opportunity for placement on the waitlist for below-
market rate apartments in Cupetiino. WVCS also screens pro spective medium-and moderate-income families for
homes sold or resold at below-market rate. The First-time Home Buyer Program is intended to provide those
prospective first time home buyer households who could not otherwise afford to buy any home in Cupertino, and
have demonstrated the ability to rent a bona fide rental dwelling unit and pay all household expenses independentl y
for at least six months , and who may be facing significant rent increases threatening their ability to remain in ·
Cupertino, with an opportunity to purchase a home in Cupertino for long-tenn occupancy. In FY 2014-2015 we
served a total of 786 households through the wait-list, re-certification and certification process.
Since 1994, WVCS has successfully administered and managed the Affordable Housing Program for th e City of
Cupertino. The Affordable Placement Program is for apartment r entals and new and previously owned home
purch ases. WVCS owns 24 BMR units and manages the BMR sales and rental program for the City of Cupertino.
WVCS collaborates with seven other rental properties in helping provide safe and affordable housing to 129 low and
very low-income households . CwTently, WVCS is mo v ing to convert its Transitional Hous ing Program to BMR,
thus adding four more units to the current BMR inventory. These four units will house family sizes of four and more .
This will help families who are extremely low and very low families to be able to live and work in Cupertino.
WVCS qualifies 138 apartments in the City of Cupertino designated as Below Market Rate (BMR) a partments and
ensures these units are occupied by very-low and low-income residents , processes BMR R ental applications to place
qualified applicants in the 138 BMR units , maintains an annually updated waitlist for future tenants, and re -qualifies
a ll tenants , annually to determine that they are eligible to continue to participate in the program . · ·
Acting as an agent, WVCS qualifies and places median -and moderate-income first-time home buye rs into BMR
condominiums and homes throughout the City of Cupertino and maintains an annually updated waitlist for future
sales opportunities through the BMR Sales Program. WVCS also administers any units resold in the program and
finds appropriate, qualified buyers via the waitlist, conducts annual residency verification for current homeowners ,
and audits properties in the sales program to ensure the home maintains its BMR resale value.
Page 13 of21
FY 2016-17 Below Market-Rate (BMR) Affordable Housing Fund (AHF) C ity /N o n-P rofit Contract
EXHIBITB
PROGRAM WORK PLAN
FY 2016/17
AGENCY NAME: West Valley Community Services (WVCS)
PROGRAM NAME: Affordable Placement Program
Benchmarks for Each Quarter
Objectives
1" 2"d 3rd 4'"
Fill vacancies for rentals and purchases 3 5 4 3
BMR ownership monitoring 0 0 122 0
Maintain active BMR waiting list (rental 2 2 2 2 and purchase)
Audit participating rental complexes 0 0 0 2
Work with Cupertino Housing 3 3 3 3 Commission
Process applications, certify and re-
ce1iify clients for the BMR program 30 150 30 30
(rental and purchase)
EXHIBIT C
Page 14 of2 1
FY 20 16-1 7 Below Ma rket-Rate (BMR) Affordable Hous in g Fu nd (A HF ) City/Non-Profit Con tract
TOTAL
15
122
8
2
12
240
PROPOSED IMPLEMENTATION TIME LINE SCHEDULE
FY 2016/17
AGENCY NAME: West Valley Community Service s (WVCS)
PROGRM NAME: Affordable Placement Program
Activi Number & Descri tion:
I.
2 .
3. list renta l and u rc hase
4.
5 .
6. r enta l and urc has e
Activitv # Jul Aul?: Sep Oct Nov Dec Jan Feb Mar A pr May Jun Total
1.) 1 1 1 1 1 3 1 1 2 1 1 1 15
2.) 0 0 0 0 0 0 50 50 22 0 0 0 122
3.) 1 1 0 1 1 0 1 1 0 1 1 0 8
4.) 0 0 0 0 0 0 0 0 0 0 1 1 2
5.) 1 1 l 1 l 1 l 1 1 1 l l 12
6.) 10 10 10 50 50 50 10 10 10 10 10 10 240
Page 15 o f 2 1
FY 2016-17 Below Ma rket-Rate (BMR) Affordab le Housing Fu nd (Al-IF) City/No n-Profi t Con tract
EXHIBITD
PROGRAM BUDGET
FY 2016/17
Agency Name: West Valley Community Services (WVCS)
Project Name: Affordable Placement Program
Proposed Pro.i ect Expenses
Salaries/Benefits /Payroll/Taxes
Publications/Printing/ Advertising
Other
Total Expenses
Page 16 of21
FY 2016-17 Below Market-Rate (BMR) Affordable Hou s ing Fund (AHF) City/Non-Profit Con tract
FY 2016/17
$115,900.00
$6,500 .00
$0.00
$122,400.00
EXHIBIT E
BASIC INSURANCE AND BOND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party
contracting with the City of Cupertino for the direct distribution of BMR AHF funds.
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 incmTed 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 Certificate of
Insurance certifying that coverage as required herein has been obtained and remains in force for
the period required by this Contract. The contract number and project name must be stated
on the Certificate of Insurance. The City's Special Endorsement form shall accompany the
certificate. Individual endorsements executed by the insurance carrier may be substituted for the
City's Special Endorsement form if they provide the coverage as required. In addition, a certified
copy of the policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the address as shown on the City's Certificate of
Insurance form and to the Community Development Department 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
Pagel7of21
FY 20 16-17 Below Market-Rate (BMR) Afforda bl e Housing Fund (AHF) C ity/No n-P rofit Contract
All policies shall contain a special provision for thirty (30) days prior written notice of any
cancellation or reduction in coverage to be sent to the Community Development Department,
10300 Torre Avenue , Cupertino , CA 95014.
C. Qualifying Insurers
All policies shall be issued by companies which hold a current policy holder's alphabetic 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
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 mJury (including death) and
prope1iy damage which provides limits as follows :
a. General limit per occurrence -$1,000,000
b. General limit aggregate -$2 ,000,000
c. Products/Completed Operations-$1,000,000 aggregate
d. Personal Injury limit -$1,000,000
If coverage is provided under a Commercial General Liability Insurance form, the carrier
shall provide the City Insurance Manager with a quarterly report of the amount of
aggregate limits expended to that date. If over 50% of the aggregate limits have been paid
or reserved, the City may require additional coverage to be purchased by the Contractor
to restore the required limits.
3 , For either type of insurance, co verage 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.
P age 18 of2 1
FY 20 16-1 7 Below Marke t-Rate (BMR) Affordable Hou sing Fund (A HF ) City/Non-Profit Contract
f. Severability of Interest clause pro v iding that th e coverage applies separatel y to
each insured except with respect to the limits of liability .
4 . For either type of insurance, coverage shall include the following endorsements, copies of
which shall be provided to the City:
a . Additional Insured Endorsement:
Such insurance as is afforded 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 Cupe1iino , 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
prope1ty damage which provides total limits of not less than one million dollars
($1 ,000 ,000) combined single limit per occuITence applicable to all owned, non-owned
and hired vehicles .
6 . Worker's Compensation and Employer's Liability Insurance for :
Pag e 19 of21
FY 20 16-17 Be low Market-Rate (BM R) Affordable Ho u sin g Fun d (A HF) C ity /N on-Pro fi t Cont ract
a. Statutory California Workers' Compensation coverage including a broad form all-
states endorsement.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000)
per occurrence for all employees engaged in services or operations under this
Contract.
c. Inclusion of the City and its governing board(s), officers, representatives, agents,
and employees as additional insureds, or a waiver of subrogation.
7. Professional Errors and Omissions Liability Insurance
This type of insurance should be provided by persons/entities you contract with to
provide you with professional services.
a. Limits of not less than one million dollars ($1,000,000).
b. If this policy contains a self retention limit, it shall not be greater than ten
thousand dollars ($10,000) per occmrence/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 rece1vmg 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 20 of 21
FY 20 16-1 7 Be low Market-R ate (BMR ) Affo rd ab le Housin g Fund (A HF ) City/N on-P ro fi t Contrac 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 21 of21
FY 20 16 -1 7 Be lo w Marke t-R ate (BMR) A fford a bl e Housing Fund (A HF) C ity/No n-Pro fit Cont ra ct