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16-092 General Fund Human Service Grants (HSG) Program CityNon-Profit Contract (Services Only), MaitriFIRST AMENDMENT TO GENERAL FUND HUMAN SERVICE GRANTS (HSG) PROGRAM CITY /NON-PROFIT CONTRACT (Services Only) The First Amendment to Contract is entered into between MAITRI (CORPORATION) and the CITY OF CUPERTINO (CITY) to amend the General Fund Human Service Grants (HSG) Program Contract (CONTRACT) dated July 1, 2016. WITNESSETH WHEREAS , CITY has reserved a portion of its HSG 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 HSG budget for the Program as described below to be operated within CITY and will benefit low and very low- income households; THEREFORE, the parties agree as follows: 1. Section I, entitled "Project," is revised to read as follows: For the period of July 1, 2016 to June 30, 2017, CITY agreed to allocate a portion of its HSG budget to CORPORATION, being the sum of Twenty Three Thousand Four Hundred Dollars and No Cents ($23,400.00) for the purpose of implementing the CORPORATION'S project (hereinafter" Project"), as more particularly described in Exhibits A-E. For the period of July 1, 2017 to June 30, 2018 , CITY agrees to allocate a portion of its current HSG budget to CORPORATION as a subrecipient in the sum of Twenty Three Thousand Four Hundred Dollars and No Cents ($23,400.00) for the purpose of implementing the CORPORATION 'S project, as more particularly described in Exhibits A-E as noted herein, attached to this First Amendment. The total allocation for July 1, 2016 through June 30 , 2018 shall not exceed Forty Six Thousand Eight Hundred Dollars and No Cents ($46,800.00). 2. Section II , "Term," is amended to read as follows, the purpose of this Contract is for the CITY to disburse HSG funds for eligible activities. Unless amended prior to its expiration, the term 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 read as shown in the attachments to this Amendment: 1. 2. 3 . Exhibit A : Program Description; Exhibit B: Program Work Plan; Exhibit C: Proposed Implementation Timeline Schedule ; 4. Exhibit D: Program Budget; 5. Contracts Exhibit E: Basic Insurance and Bond Requirements For Non-Profit 4. All terms , covenants and conditions stated in the CONTRACT, which arc not herein amended, remain in full force and effect. IN WITNESS WHEREOF, the pai1ies have executed this First Amendment effective on the later date shown below. AGENCY: By: RAM A J>UA-RMA-R..A-3'A-N (print name) Rama Dharmarajan Executive Director Jvrvf 22 '2..0l 1 Date APPROVED AS TO FORM AND LEGALITY: h0 1... OH R&ndolph Stevenson Hom ~ City Attorney ~/t- Date EXPENDITURE DISTRIBUTION CITY OF CUPERTINO, a municipal corporation: By: /yll/Z[J 7/lfll//#flf'/lll-/1 {print name) Assistant City Manager ATTEST: ~ ~~r&[, fb Grace Schmidt Date 1 City Clerk PO# 100-72-712 700-702 Original Contract: $23,400 Amendment # I $23 ,400 Total: $46,800 PROGRAM DESCRIPTION Agency Name: DUNS: Maitri Executive Directo1·: Project Manager: Project# (For Office Use Only) Rama Dharmaraian Rama Dharmaraian 100-72-712 700-702 Street Address: City: State: I Zip Code : P.O. Box 697 Santa Clara CA 95052 Telephone number: Fax Number: Manager E-mail ( 408) 436-8393 rama~maitri.org Name of Project/Program: MTH-Direct Client Services Project/Program Location: P.O. Box 697 Santa Clara, CA 95052 Project Description: Maitri seeks the support of the city of Cupertino in the amount of $23,400 to support 24 women and children impacted by domestic violence who are residing at Maitri's Transitional Home (TH) in Cupe1tino . Maitri's TH provides housing, and supportive services to women and children who for the most part w ere previously homeless. These services will help Maitri TH clients achieve self suffici ency, pc1mancnt housing, and employment, as well as help them overcome barri ers that resulted from domesti c violence. EXHIBITB PROGRAM WORK PLAN FY 2017/2018 AGENCY NAME: Maitri PROGRAM NAME: MTH-Direct Client Services Objectives !Provide case management services to 9 adu lt Cupertino !residents of Cup e1iino Provide Housing Search Assistance to 8 adult Cupertino residents of Cupertino Benchmarks for Each Quarter 1st 2nd 3rd 4th TOTAL 3 2 2 2 9 2 2 2 2 8 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2017/2018 AGENCY NAME : Maitri PROGRAM NAME: MTH-Direct Client Servic e s Activity Number & Description: Activity Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr # 1. ~- May Jun AGENCY NAME: Maitri EXHIBIT D PROGRAM BUDGET FY 2017/2018 PROGRAM NAME: MTH-Direct Client Services p rogram B d t (F" I Y u .ge 1sca ear 2017 2018) - Proposed Project Expenses Salaries/Benefits/Payroll/Taxes Office Supplies Conununication Publications/Printing/ Advertising rrravel [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 lfotal Expenses 2017-2018 Request $22 ,200 $635 $115 $450 $23,400 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as th e word is us ed in this Ex hibit E is th e party contracting with th e C ity of Cupertino for the direct distribution of HSG funds. Indemnity The Contractor shall ind emnify, defend, and hold hannles s 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 caus ed solely by the acts or omissions of personnel em ployed by th e Ci ty . It is the intent of the pa11ies to this Contract to provide the broadest pos si ble coverage for the City. The Contractor shall reimburse the City for all costs , attorneys' fees, expenses and liabiliti es incun-ed with respect to any liti gation in which the Contractor is obligated to indemnify, defe nd and hold harmless the City und er thi s Contract. Insurance Without limiting the Contractor's indemnification of th e City, th e Contractor sha ll provide and maintain at its own ex p e nse , during the term of this Contract, or as may be further req uired herein, th e following insurance coverages and provisions: A. Ev id enc e of Coverage P1ior to commencement of this Contract, th e Contractor shall provide on th e C ity's own form or a form appro ve d by the C ity's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required h erei n ha s be en obtained and remains in force for the period req uired by thi s Co ntra ct. The contract number and project name must be stated on the Certificate of Insurance. The City's Sp ec ial Endorsement form shall acc ompany th e ce1tifieate . Individual endorsements executed by the insurance canier m ay be substituted for the City's Speci a l Endorsement form if they pro vide the coverage as required . In addition, a certifi ed copy of the policy or polici es shall be provided by the Contractor upon reque st. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community D eve lopment Department at the address set forth in thi s Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTIC ES. The Contractor shall not is sue a Notice to Proceed with the work under this Contract until it h as obtained all insurance required and such insura nce has been approved by the City. Thi s approva l of insurance shall neither reli eve nor decrease the liability of the Contractor. B. Notice of Cance ll ation of R eduction of Coverage All policies shall co ntain a special provi sion for thirty (30) days prior written notice of any cancellation or reduction in coverage to b e sent to the Community Deve lopm ent Departm en t , 10300 Torre A venu e, Cupert ino , 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 cmTent B es t's Key Rating Guide, unles s otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive Gen eral Liability Insurance -for bodily injury (including death) and property damage which provides limits of not less than one million doll ars ($1,000,000) combined single limit (CSL) per occunence. OR 2. Commercial General Liability Insurance -for bodily injury (including death) and property dama ge 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. Perso nal Injury limit -$1,000 ,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide th e C ity Insuranc e Manager with a quarterly report of the amount of aggregate limits expended to that d ate. 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 th e required limits . 3. For either typ e of insurance , coverage shall include : 2 . Premises and Operations 3. 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 th e work by the City. 4. Contractual Liability expressly including liability assumed under this Contract. 5. Personal Injury liability . 6. Inde p endent Contractors' (Protective) liability. f. Severability oflnterest clause providing that the coverage appli es separately to each insured except with respect to the limits of liability. 4. For e ither type of insurance , coverage shall include the following endorsements, copies of which shall be prov ided to the City: 5. 6. 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 o f Cupertino , individually and collectively, as additional insureds . b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall ap ply as primary insurance, and other insurance maintained by the City of Cupertino , its offi cers, agents, and employees shall b e excess only and not contributing with insurance provided under thi s 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 notic e of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. C ontractual Liability Endorsement: This policy shall app ly 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. 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. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad fonn all- states endorsement. b. Employer's L iability 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. c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. Professional Enors 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 selfretention limit, it shall not be greater th an ten thousand dollars ($10 ,000) per occunence/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 rec eiving compensation under this Contract, Contractor will furnish City with evidenc e that a ll offici a ls , 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 FIDE LITY BOND in an amount of AT LEAST fifteen p ercent (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 paymen t to Contractor until proper coverage has been obtained. Failure to give such notice may b e cause fo r termination of this Contract, at the option of the City. 9. Special Provisions The followin g provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance c overage 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 qual ify 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 C ity reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If th e C ontrac tor fails to maintain such insurance as is call ed for h er ein , the Cit y mu st ord e r the Contractor to imm ediately suspend work at Contractor's ex p ense until a n ew policy of insurance is in e ffect. MAITR01 OP ID: AMA ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MWDD/YYYY) ~ 10/13/2016 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER . IMPORTANT : If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PR ODU CER CONT ACT NAME: Karras-Rule Ins Services, LLC PHONE I rt~. No): CA Ins Agent License# OF22423 IA/C. No Extl: 1855 Hamilton Avenue, #106 ~t1o'il~ss, barbara@ karrasruleinsurance.com San Jose, CA 95125 Ann Karras-Rule INSU RER(S) AFF ORDI NG COV ER AG E NA IC# INS URER A , First National Insurance Co. IN SURE D Mait ri Charitable Trust INSU RER B : State Compensation Ins. Fund P. 0. Box 697 IN SURER C : Santa Clara, CA 95052 IN SU RER D : INSURE R E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1 REVISION NUMBER: THIS IS TO C ERTIFY TH A T T HE P O LI C IE S O F IN S URA N C E LI S TED BELOW HAVE BEEN ISS UED T O THE INS URED NAM ED A B OVE FOR THE P O LI CY P ERIOD IND ICAT ED. N O T W ITH S T A NDING A N Y RE QU IREM ENT, TE RM OR CONDITION OF A N Y CO NTRACT OR O THER D OC U MENT W ITH RESPEC T TO W HIC H THI S C E RTIFICATE M AY BE ISS UED OR MAY PERTAIN , THE IN S URANC E A FF OR DED B Y THE P O LI CIE S DESCR IBED HEREIN IS S U B JECT TO A LL THE TERMS, E XC LU S IONS AN D C O N DITIONS O F S U C H PO LI C IES. LI M ITS S HOWN MAY H AVE BEE N R EDUC ED B Y P A ID C LA IMS. IN SR TYPE OF INSUR ANCE ADDL SUBR POLI CY EFF POLI CY EXP LTR INS D WVD POLI CY NU MBE R IMWDD/YYYY ) IMWDDIYYYYl LIMITS A X COMM ER CI AL GENERAL LIABILIT Y EACH OCCURRENC E s 1,000,000 -D CLA IMS-MADE 0 OCCUR DAMAGE TO RENTED X 25CC17522300 09/05/2016 09/05/2017 PREMISES {Ea occurrence} s 1,000,000 MED EXP (Any one person) s 10 ,000 - >--PERSONAL & ADV INJURY s 1,000,000 GEN 'L AGGREGATE LI MIT APPLIES PER : GENERAL AGGREGATE s 3,000 ,000 R D PRO-D LOC PRODUCTS -COMP/OP AGG 3,000,000 POLICY JECT s OTHER: s AUTOMOBILE LI ABILIT Y COMB INED SING LE LI MIT s 1,000,000 <Ea accident) -A ANY AUTO 25CC17522300 09/05/2016 09/05/2017 BOD ILY INJURY (Per perso n) s --ALL OWNED SCH EDULED AUTOS AUTOS BODJL Y INJURY (Per accident) S x x NON-OWNED PROPERTY DAMAGE s HIRED AUTOS AUTOS f Per accident\ -f-- s UMBRE LLA LIAS H OCCUR EACH OCCURRENCE s 1 ,000 ,000 A x EXC ESS LIAS CLA IMS-MADE 01 SU53350130 09/05/2016 09/05/201 7 AGGREGATE s 1,000 ,000 DED I X I RET ENTION s 10,000 s WOR KERS COMPENSATI ON X I ~ffTUTE I I OTH- AND EMPLO YERS' LIABILITY ER B YI N 1847891-16 09/01/2016 09/01/2017 1,000 ,000 ANY PROPR IETOR/PAR TNER/EXECUTIVE D E.L. EACH ACC IDENT s OFF ICER/MEMBER EXC LUDED? N /A (M and atory In NH) E.L . DI SEAS E -EA EMPLOY EE S 1,000,000 If yes , describe under DESCR IPTI ON OF OP ERAT IONS be low E.L. DISEAS E -PO LI CY LI MIT s 1,000 ,000 A Property 25CC17522300 09/05/2016 09/05/2017 Bldg/Cont 1,249 ,220 Bus Income INCLUDED Ded 1,000 D ESC RIPTI ON OF OPER ATI ONS / LOCATI ONS/ VEHI CLE S {ACORD 101 , Additio nal Rema r ks Schedule, may be attached if more space is req uired) City of Cu~ertino, its officers,officials,em~l~ees & volunteers , named as Additiona Insured for GL per form # CG7 3 with repsects General Liability for the fourplex located at 19489 Rosemarie Place, Cupertino, CA 95014 CERTIFICATE HOLDER CANCELLATION CITYC01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVIS IONS. Members of the City Council & AUTHORI ZED REPRE SENTATIVE the officers, agents, & employ Ann Karras-Rule 10300 Torre Avenue 1Cuoertino CA 94041 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD LexisNexis/FIRSt PO Box 1156 3 Milwaukee, WI 53211-0563 IMPORTANT: INSURANCE COVERAGE NOTIFICATION(S} I llllll lllll lllll lllll lll/1 lllll lllll /1111111111111111111111111111111111 JIiii ii" 111111111111111111 111111 1383277-5594275-1 -M 08578 S1/M CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 -3202 20 m11 111m1 11 1 ll1l• 1 •1• I 1111 MI I''" •I'll 1•l 1ll 1h 1• 111 1" 11 I ii Total Property Notifications with this Document: 1 February 03, 2017 Policy : 60-10166415-2017 REASON : Premium Paid Insured: MAITRI CHARITABLE TRUST -PO Box 697-Sanla Clara-CA-95052 Mortgagee/Add.Party: CITY OF CUPERTINO -10300 TORRE AVE,CUPERTINO-CA-95014 Insurance: Am erican Bankers Insurance Company o( Florida LexisNexis is not the Insurance Company. Do not send premium payments to LexisNexis/FIRSt. -For any and all policy changes you must co ntact the Insurance Company, Carrie r, or Producer listed In 1he detail below. -For all cancellation , non-renewal , expiration, and lapse notices - all co vera ge will cease at 12:01AM local time at the premises , unless otherwise shown in the item detail provided . -Premium Bill and Renewal Bill items require action on the part of the Loss Payee/Mortgagee li sted. -If you wa nt lo receive future notifications electronically, email firstsupport@lexisnexis.com . -This Insurance notice is sent to you as the Loss Payee /Mortgagee/Additional Interested Party on behalf of the carrier listed . Notifications may print on back of page and on s'ubsequent pag es. Carrier: American Ban kers Insurance Company of Fl orida Pol . Type : Flood Standard Eff. Dte: 03/1712017 Producer: KARRAS-RULE INSURANCE SERVICES LLC-PO BO X 1243-CAMPBELL-CA-95009 408 .385 .1523 Prop. Loe: 19489 ROSEMARIE PL-CUPERTINO ,CA 95014 Pol . From: 03117/201 7 Pol. To : 03 /17/2018 Total Policy Premium: 550 .00 PremlumAmount: 550 .00 Loan#: Coverage Coverage AmUDeduct Coverage Coverage Amt/Deduct Dwelling 250 ,000/5,000 Contents 010 This Is not an Invoice/Bill Dwelling Replac emen t Cost 375,000 Flood Zone (Rated/Current): AOB/ Grandfathered: N Community: CUPERTINO, CITY OF Number: 0603390004C #UNTS : 000 04 #FLRS: 2 #BLDGS: 1 Notes ; Building Desct'iption : Two to Fo u r Fumily Home; This is no t a bill FlRSt Id: 1 0 lll-Il83-55 94275 -352651S 23 Page 1 of 1 GENERAL FUND HUMAN SERVICE GRANTS (HSG) PROGRAM CITY/NON-PROFIT CONTRACT (Services Only) THIS General Fund Human Services Grants (HSG) Program City/N on-Profit Contract (the "Contract") is entered into between the CITY OF CUPERTINO, a political subdivision of the State of California (hereinafter "CITY"), and MA ITRI a non-profit public benefit corporation (hereinafter "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant. CITY appro ved the allocation and disbursement of General Fund Human Service Grants (HSG) funds (hereinafter "Grant") to CORPORATION on April 19, 2016. WITNESS ETH WHEREAS , CITY has r eserved a portion of its HSG funds to be u sed on acti vities that benefit Cupertino 's residents ; and , WHEREAS , CITY has agreed to the use by CORPORATION of a portion of CIT Y'S HSG 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 HSG budget to CORPORATION , being the sum ofTwentv Three Thousand and Four Hundred Dollars and No Cents ($23,400.00) 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 full y set forth , as follo w s: 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 HSG funds for eligible acti vities. Unless amended prior to its expiration, the term of this Contract for disbursement purpo ses will begin on July l, 2016 and will end on June 30, 2017 unl e ss terminated earlier pursuant to Section VII or Section VIII of this Contract. B. The term of the expenditure by CORPORATION of the allocation pro vided for herein w ill beg in on July 1, 2016 and terminat e on the earliest of the follo w in g d ates as set forth he re in: Page 1 of 2 1 FY 20 16-1 7 Genera l Fun d Human Serv ice Grants (HSG) C ity/Non -Profi t Contract June 30, 2017, or later date per amendment to this Contract; or upon the termination date established pursuant to Section VII or Section VIII of this Contract. III. SECOND YEAR RENEWAL OPTIONS The term of this Contract may be extended by an amendment to disburse the CITY 'S Grant funds authorized by City Council for the fiscal year subsequent to the initial tenn 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 oflnsurance . IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION will: 1. Provide CITY with copies of the following documents, evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation under the laws of the State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Service non-profit status ; d) Names and addresses of the current Board of Directors of CORPORATION ; and, e) An adopted copy of CORPORATION 'S personnel policies and procedures. 2 . During the Contract term, immediately report any changes , subsequent to the date of this Contract, in CORPORATION'S Articles 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. Page2of21 FY 20 16-17 Ge nera l Fund Hum an Serv ice Gra nts (HSG) City/N on-P rofi t Co nt ract 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 CORPORATION'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 r~ports as required by CITY on the type and number of services rendered through the operation of the PROGRAM, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the PROGRAM is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten days after the close of each reporting period and must cover the three months immediately preceding the date on which the report is filed. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award , inform CITY within ten days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate 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 of CORPORA TION's fiscal year encompassed by the first year of this Contract. Page 3of21 FY 201 6-17 Gen eral Fund Human Service Grants (HS (i) C ity/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 term. 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: E. 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 information will be made available to CITY monitors for review upon request. 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 Page 4 of21 FY 20 16-1 7 Ge neral Fu nd Human Serv ice Gran ts (HSG) City/N on-P ro fit Co nt rac t 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five years from the date of termination. F . Examination of Records and Facilities . At any time during normal business hours , and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of (a) 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. H. Suspension and Termination. Suspension or termination of this Contract may occur if the CORPORATION materially fails to comply with any term of the award , and that the award may be terminated for convenience. I. Reversion of Assets. Upon expiration or termination of this Contract, the CORPORATION will transfer to the CITY any HSG 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 HSG 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 Twentv Three Thousand and Four Hundred Dollars and No Cents ($23,400.00). 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 ofexpenses, failure to substantially meet goals and objectives as required in Exhibit B, ("Program Work Plan"), failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section VII , Paragraph B of this Contract or based on the refusal by CORPORATION to accept any additional conditions that may be imposed by City at any time to ensure compliance with the terms of this Contract. Page 5 of21 FY 2 016-1 7 General F und Hum an Servi ce Grant s (HSG) C ity /N on-P ro fit 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 performed by CITY will be at the overall direction of the DIRECTOR. B. CORPORATION. As of the date hereof, CORPORATION has designated Rama Dharmarajan 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 Maitri Attn: Executive Director P.O. Box 697 Santa Clara, CA 95052 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 perfo1mance 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. Page 6 of21 FY 20 16-1 7 Ge neral Fund Human Service Grants (H SG) C ity/N on-P ro fit Cont ract 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 pe1iaining 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 terminate this Contract as set forth in Section VIII below. VIII. TERMINATION A. Termination for Cause . CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non-compliance as defined in Section 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 termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VII, either CITY or CORPORATION may suspend or terminate this Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued . C. In the event that this Contract is terminated , CORPORA TON may be required to return funds to the CITY. Page 7 of21 FY 201 6-1 7 Gen era l Fund Human Se rvi ce Gra nt s (HSG) City/No n-P ro fit Co nt rac t 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 report 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 emplo yee benefits extended to emplo ye es 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 . Page 8of21 FY 20 16-17 General Fu nd Hum an Serv ice Grants (HSG) C ity/No n-Profi t Co nt ract XII. CLIENT INFORMATION CORPORATION agrees to maintain client records consistent with applicable laws regarding personal privacy and obligations of confidentiality .. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E , "Insurance and Bond Requirements ," CORPORATION will indemnify and hold harmless the CITY, its employees, agents , and officials, members of boards and commissions , from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages , including attorney's fees and court costs , arising out of the failure of the CORPORATION's Program to comply with applicable laws, ordinances, codes, regulations and decrees , including without limitation those set forth in Exhibit E , "Certifications." 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 including the City of Cupertino 's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101and1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry , religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations , or marital status in the recruitment , selection for training including apprenticeship, hiring, employment, utilization , promotion, layoff, rates of pay or other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age, race, color, national origin , ancestry, religion, sex/gender, sexual orientation, mental disability , physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the grant funds disbursed for this program. Page 9 of21 FY 2016-17 General Fund Human Service Grants (HSG) C ity/Non-Profit Contract 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 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 emp lo yee 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 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), and Exhibit "E" (Insurance and Bond Requirements). C. Conflict of Interest. In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or 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~., its implementing regulations manual and codes , and Governn1ent Code Section 1090. Page 10 of21 FY 20 16-1 7 General Fund Human Serv ice Gra nt s (HSG) C ity/Non-P ro fit Contra ct D. Interpretation. Each party to this Contract has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the Contract. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Contract. E. Third-Patty Beneficiary. There shall be no third party beneficiaries to this Contract. F. Choice of Law and Venue. This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County. G. Severability. If any term 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. Page 11 of21 FY 201 6-17 General Fund Human Servi ce Grant s (HS G) City/No n-P ro fit Co ntra ct IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. The parties signing below hereby warrant that they are duly authorized to execute this Contract. AGENCY: Maitri By: KA-fvlA ); HA-RM A-R.4 'J"A-/V (print name) CITY OF CUPERTINO, a municipal corporation: ~~ .fuw i£,21>1t Rama Dh~ Date / By {)/('Ji J tiT,J} {) J (prt: ~ f-1] /( David Brandt City Manager Date Executive Director APPROVED AS TO FORM AND LEGALITY: Randolph Stevenson City Attorney EXPENDITURE DISTRIBUTION ACCOUNT NUMBER 100-72-712-700-702 PO#: Original Contract (1 st Yr.): Contract Amendment (2nd Yr.): Total: ATTEST: ~i--?<Jrf& Grace Schmidt Date City Clerk AMOUNT $23,400 .00 $0.00 $23,400.00 Page 12 of21 FY 2016-17 General Fund Human Servic e Grants (HSG) City/N on-Profit Co ntract Agency Name: Maitri Executive Director: Rama Dharmarajan Street Address: P.O . Box 697 Telephone number: 408.956.6083 Name of Project/Program: MTH-Direct Client Services Project/Program Location : EXHIBIT A PROGRAM DESCRIPTION Project Manager: Jaya Suresh City : Santa Clara Fax Number: 408.503 .0887 Maitri Property in Cupertino (Address not disclosed due to confidentiality) Project Description : Grant # (For Office Use Only) HSG -2016-2 State: l Zip Code: CA 95052 Project Manager E-mail Address: Jaya@maitri.org Maitri seeks the support of the city of Cupe1tino in the amount of $23,400 to support 24 women and chilcfren impacted by domestic violence who are residing at Maitri's Transitional Home (TH) in Cupe1tino . Maitri's TH provides housing, and supportive services to women and children who for the most part were previously homeless. These services will help Maitri TH c lients achieve self sufficiency, permanent housing, and employment, as well as help them overcome barriers that resulted from domestic violence. Maitri's Anjali Transitional House (TH) is the only one of its kind in the Bay Area . While it serves all ethnicities, Maitri has a core competency in providing linguistically and culturally specific services to South Asian women and their children who are impacted by domestic violence (DV), human trafficking, cultural isolation, an d family conflict. TH residents stay for up to 9 months while looking for employment, pursuing training or education, or saving to afford permanent rental housing on their own . Maitri's TH provides its residents with a safe longer-term place to live, healthy food , and linguistically and culturally appropriate and customized supportive services and economic empowerment opportunities while residents gain the se lf confidence and skills they need to rebuild their lives. As many clients come from an experience of moving from shelter to shelter, clients receive case management services that help them sustainably develop solutions to their situation whi le they have a stable living environment and time to get back on their feet. Maitri provides an intensive customized approach --an average of 11 women and children at any given time are each served by two staff members . Maitri's TH has 9 bedrooms and will serve 24 women and children annually, 16 of whom will come from Cupertino. Page 13 of21 FY 2016-17 General Fund Human Serv ice Gra nts (HSG) C ity/Non-P rofi t Contra ct AGENCY NAME: Maitri EXHIBIT B PROGRAM WORK PLAN FY 2016/17 PROGRAM NAME: MTH-Direct Client Services Benchmarks for Each Quarter Objectives pt 2nd 3rd 4th Case Management Services ,., 2 2 .) 2 Housing Search Assistance 2 2 2 1 EXHIBIT C Page 14 of21 FY 2016-17 General Fund Human Service Grant s (HSG) C ity/Non-Profit Contract TOTAL 9 7 PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2016/17 AGENCY NAME: Maitri PROGRM NAME: MTH-Direct Client Services Activit N umber & Descri tion: 1.) Case Mana ement Services 2.) Housing Search Assistance Activity# Jul Au2 Sep Oct Nov J)ec Jan Feb Mar Apr May Jun Total 1 1 1 1 0 1 1 0 1 1 0 1 1 9 2 0 1 1 0 1 1 0 1 1 0 0 1 7 Page 15 of21 FY 2016-17 General Fund Human Serv ice Gran ts (HSG) City/Non-P rofit Con tract Agency Name: Maitri EXHIBIT D PROGRAM BUDGET FY 2016/17 Project Name: MTH-Direct Client Services Proposed Project Expenses Salaries/Benefits /Payroll/Taxes nsurance Audit/Legal/Professional Services Contracted Services Total Expenses Page 16 of 2 1 FY 2016-17 Genera l Fund Human Service Grants (HSG) City/N on-Profit Cont rac t FY 2016 /17 $22 ,200 .00 $635.00 $115.00 $450 .00 $23,400.00 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 HSG funds . Indemnity The Contractor shall indemnify , defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers , agents and emplo yees 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 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 All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in co verage to be sent to the Community Development Department, 10300 Torre Avenue , Cupertino , CA 95014 . Pa ge 17of21 FY 2016-1 7 Genera l Fund H uman Serv ice Grant s (HSG) C ity/Non-Pro fit Contract 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 property damage which provides limits as follows: a. General limit per occurrence -$1 ,000,000 b . General limit aggregate -$2 ,000 ,000 c . Products/Completed Operations-$1 ,000 ,000 aggregate d. Personal Injury limit -$1,000 ,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date . If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1 ,000 ,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. c . Contractual Liability expressly including liability assumed under this Contract. 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. Page 18 of21 FY 20 16-1 7 Ge nera l Fund Hum an Service Gra nt s (HSG) Ci ty/No n-Profi t Co ntra ct 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 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 19 of21 FY 2016-17 Ge nera l Fund Human Serv ice Gra nt s (HSG) City/No n-P rofit Con trac 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 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 an y 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. Page 20 of21 FY 201 6-1 7 Ge neral Fund Hum an Service Gran ts (H SG) C ity/Non-Pro fit Contract 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 Ge neral Fund Hum an Serv ice Grant s (HSG) City /N on-P ro fi t Co ntra ct