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88-071 Midpeninsula Citizens for Fair HousingI III. OBLIGATIONS OF OORPORATION A. Organization of OORPORATION. OORPORATION shall: 1. Provide CITY with: a. Its Articles of Incorporation under the laws of the State of california; b. A copy of the current Bylaws of OORPORATION; c. Documentation of its Internal Revenue Service non-profit status; d. Names and addresses of the current Board of Directors of OORPORATION; and, e. An adopted copy of OORPORATION' s personnel policies and procedures and approved affinnative action plan. 2. Report any changes in OORPORATION' s Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, affinnative action plan, or tax exempt status immediately to PROGRAM MANAGER. 3. Maintain no member of its Board of Directors as a paid employee, agent or subcontractor under this Agreement. 4. Open to the public all meetings of its Board of Directors, except meetings, or portions thereof, dealing with personnel or litigation matters. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of california Non-Profit Corporation raw. B. Program Performance by OORPORATION. OORPORATION shall: 1. Conduct the PROGRAM within the City of CUpertino for the purpose of benefiting low and moderate income households. 2. File quarterly narrative reports with the CITY on the types and numbers of services rendered to CUpertino beneficiaries through the operation of the project, which reports shall evaluate the manner in which the project is achieving its goals according to standards established by CITY. 'Ihe reports shall be due within ten (10) working days of the end of each quarter and shall cover the quarter immediately preceding the date on which the report is filed. Said reports shall be made on foms approved by CITY. -2- 3. Coordinate its services with other existing oranizations 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 such award, inform CITY within ten days. 5. Include an acknowledgement of CITY funding and support on PROGRAM stationery and on all appropriate publicity and publications using words to the effect: "funded in whole or part by City of CUpertino Conununity Development Block Grant Funds." C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: 1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY shall innnediately be notified in writing of the appointment of a new fiscal agent and that agent's name. 2. Establish and maintain an accounting system that shall be in conformance with generally accepted principles of accounting. The accounting system shall be subject to review and approval of CITY. 3. Docum.ent all PROGRAM costs by maintaining records in accordance with Section III, Paragraph D below. 4. SUbmit on a quarterly basis, within ten (10) working days of the end of the quarter, a reimbursement request containing a sunnnary statement of expenditures and revenue for the quarter innnediately preceding the date on which the report is filed and Clillllllative totals from the effective date of this agreement. Said reports shall be made on forms approved by CITY. 5. SUbmit for approval by CITY any lease agreement either contemplated or in effect. 6. Certify insurability subject to CITY approval as outlined in Exhibit "E" (Insurance) • 7. If applicable, submit an indirect cost plan to CITY for approval. 8. Items 1 through 7 are express conditions precedent to any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Agreement. -3- 9. CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION shall be required to respond to any adverse findings which may lead to disallowed costs. The CITY shall make the final determination of disallowed costs, subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, cancelled checks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (1) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Agreement or to operate the PROGRAM, and (2) all other matters covered by this Agreement. E. Preservation of Records. CORPORATION shall preserve and make available its records: 1. until the expiration of three years from the date of final payment to CORPORATION under this Agreement; or 2. for such longer period, if any as is required by applicable law; or, 3. if this Agreement is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of three years from the date of termination. F. Examination of Records; Facilities. At any time during nonnal business hours, and as often as may be deemed necessary, CORPORATION agrees that HUD and the CITY and/or any duly authorized representatives may until expiration of (1) three years after final payment under this Agreement, (2) three years from the date of termination of this Agreement, or ( 3) 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 Agreement or the operation of the PROGRAM, and all its records with respect to the PROGRAM and all matters covered by this Agreement. CORPORATION also agrees that CITY or any duly authorized representatives shall 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 Agreement. 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 l::>orne by CITY. -4- G. Compliance with Law. CORPORATION shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees including, but not limited to, those federal rules and regulations, executive orders and statutes identified in Exhibit 11F11 (Assurances.) Specifically, CORPORATION shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non-Profit Organizations" and the following attachments to OMB Circular No. A-110: 1. Attachment A, "cash Depositories," except for Paragraph 4 concerning deposit insurance; 2. Attachment B, "Bonding and Insurance;" 3. Attachment C, "Retention and CUstodial Requirements for Records;" 4. Attachment F, "Standards for Financial Management Systems;" 5. Attachment H, "Monitoring and Reporting Program Perfo:anance," Paragraph 2; 6. Attachment N, "Property Management Standards," except for Paragraph 3 concerning the standards for real property; and 7. Attachment o, "Procurement Standards." IV. OBLIGATIONS OF CITY A. Method of Payment. During the term of this Agreement, CITY shall reimburse CORPORATION for all allowable costs and expenses incurred in connection with the PROORAM, not to exceed the total sum of seven thousand {$7,000), except that City may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, under this Agreement or not to make any particular payment under this Agreement based on CORPORATION' s non-compliance, including, but not limited to, incomplete documentation of expenses, failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in section V, Paragraph B, of this Agreement or based on the refusal by CORPORATION to accept any additional conditions that may be in'posed by HUD at any time, or based on the suspension or termination of the grant to CITY made pursuant to the Housing and Conununity Development Act of 1974, as amended. -5- V. CONTRAcr COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PRffiRAM perfonnance shall be the mutual responsibility of both CITY and CORPORATION. CORPORATION shall furnish all data, statements, records, information and reports necessary for PRffiRAM MANAGER to monitor, review and evaluate the perfonnance of the PRffiRAM and its components. CITY shall 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. Upon receipt by CITY of any information that evidences a failure by CORPORATION to comply with any provision of this Agreement, CITY shall have the right to require c6rrective action to enforce compliance with such provision. Areas of noncompliance include but are not limited to: 1. If CORPORATION (with or without knowledge) shall have made any material misrepresentation of any nature with respect to any information or data furnished by CITY in connection with the P.RffiRAM. 2. If there is pending litigation with respect to the perf onnance by CORPORATION of any of its duties or obligations under this Agreement which may materially jeopardize or adversely affect the undertaking of or the carrying out of the P.RffiRAM. 3. If CORPORATION shall have taken any action pertaining to the PROGRAM which requires CITY approval without having obtained such approval. 4. If CORPORATION is in default under any provision of this Agreement. 5. If CORPORATION makes improper use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. c. Corrective Action Procedure. CITY in its absolute discretion and in lieu of immediately tenninating this Agreement upon occurrence or discovery of noncompliance by CORPORATION under this Agreement, shall have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. such notice shall indicate the nature of the noncompliance and the procedure whereby CORPORATION shall have the opportunity to participate in fo:rmulating any corrective action recommendation. CITY shall 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. Thereafter, CITY shall forward to CORPORATION specific corrective action reco:mmendations and a detailed timetable for implementing these recommendations; -6- such timetable shall allO'iN CORPORATION not less than five (5) nor more than thirty (30) days to comply. FollO'iNing implementation of the corrective actions, CORPORATION shall forward to City, within the time specified by City, any documentary evidence required by City to verify that the corrective actions have been taken. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY ma.y suspend payments hereunder or terminate this Agreement. D. Termination for cause. Notwithstanding anything to the contrary contained in the foregoing, CITY may terminate this Agreement by written notice to CORPORATION, if any of the events of noncompliance listed in Section V, Paragraph B, occur or are discovered, if CORPORATION does not implement any reconunended corrective action, if CORPORATION is in bankruptcy or receivership, if a member of the CORPORATION' s Board of Directors, the Executive Director or other administrative staff person is the subject of investigation for wrongdoing, or if there is reliable evidence that CORPORATION is unable to operate the PROGRAM. Termination under this section shall be effective on the date notice of termination is received or such later date as may be specified in the notice. VI. PROGRAM COORDINATION A. CITY: 'Ihe Housing and Services Coordinator, or his/her designee, shall be the Program Manager for the CITY and shall monitor progress and perfonnance of this Agreement for CITY. 'Ihe Program Manager shall be responsible for all services agreed to be performed by CITY. B. CORPORATION: A single Program Director who shall have overall responsibility for the progress and execution of this Agreement shall be assigned. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute or replacement Program Director, CORPORATION shall inunediately notify CITY or such occurrence. Program Director and CORPORATION staff will cooperate fully with CITY in fulfillment of this Agreement. -7- c. Correspondence: All correspondence and notices required by this Agreement shall be sent to the parties at the following address: CITY: C'ORPORATION: Housing and Services Coordinator Deparbnent of Community Development City of CUpertino 10300 Torre Avenue CUpertino, california 95014 Ron Zelske Name Executive Director Title SUnnv View (West) Home Name of Corporation 22445 CUpertino Road Address CUpertino, CA 95014 All notices shall either be hand delivered or sent by United states mail, registered or certified, postage prepaid. Notices given in such a manner shall 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 (5) days written notice of such change to the other party in the manner provided in this section. VII. TERMINATION A. In addition to CITY's right to tenninate for cause set forth in section V, either CITY or C'ORPORATION may suspend or tenninate this Agreement 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 inrrnediately discontinued. B. Upon tennination, either under this section VII or section V, C'ORPORATION shall: 1. be paid for all documented services actually rendered to CITY to the date of such tennination; provided, however, CITY shall be obligated to compensate C'ORPORATION only for that portion of C'ORPORATION's services which are allowable costs and expenses as determined by an audit or other monitoring device; -8- 2. turn over to CITY' inunediately any and all copies of studies, reports and other data, whether or not completed, prepared by C'ORPORATION or its subcontractors, if any, in connection with this Agreement. such materials shall become property of CITY'. C'ORPORATION, however, shall not be liable to CITY''s use of incomplete materials or for CITY''s use of completed documents if used for other than services contemplated by this Agreement; and 3. transfer to the CITY' any mBG funds on hand and any accounts receivable attributable to the use of mBG funds. All assets aCXlllired with mBG funds shall be returned to the CITY'. c. Upon tennination of this Agreement, C'ORPORATION shall inuuediately provide CITY' access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the mBG funds granted to C'ORPORATION pursuant to this Agreement. VIII. PURCHASING REAL OR PERSONAL PROPERI'Y A. Title to Personal Property. Title to any personal property used in connection with the project shall vest as follows: 1. Personal property donated or purchased with other than CITY mBG funds shall become the property of C'ORPORATION or person specified by the donor or funding source; otherwise the same shall become the property of CITY except for property and equipment as described in 2. 2. Personal property and equipment permanently affixed to building owned by C'ORPORATION shall become the property of C'ORPORATION. 3. All other personal property, supplies and equipment purchased pursuant to this Agreement and not consumed shall become property of CITY'. B. Non-Expendable Property. Non-expendable property purchased by C'ORPORATION with funds provided by CITY, with a purchase price in excess of One Hundred Dollars ($100), must be approved in advance in writing by CITY. CITY shall retain title to said property. If a PROGRAM will be continued beyond tennination of this Agreement, CITY at its option, may revert title to C'ORPORATION. c. Purchase of Real Property. None of the funds provided under this Agreement shall be used for the purchase of real property, unless CITY' approves such purchase in writing containing any conditions to the CITY' deems appropriate prior to the time C'ORPORATION finalizes such purchase. Approval of any such contract or an option to purchase shall be processed through the PROGRAM MANAGER. -9- D. Security Document. As a condition precedent to CITY releasing funds for the purchase of real property or an option to purchase real property, CORPORATION shall prepare and execute a promissory note, deed of trust or other Agreement restricting the use of said real property for purposes consistent with this Agreement, HUD and CDBG requirements. IX. PROGRAM INCOME Income generated by the PROGRAM shall be retained by CORPORATION. such income shall be used to reduce the monthly request for funds under this Agreement and for the same purposes and activities described in Exhibit A. All provisions of this Agreement shall apply to the use of PRCGRAM income for such activities. X. INDEPENDENT CONTRACIDR This is an Agreement by and between independent contractors and is not intended and shall 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 subcontractors, shall not have any claim under this Agreement or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY A. 'Ihis Agreement may not be assumed nor assigned to another corporation, person, partnership or any other entity without the prior written approval of CITY. B. None of the work or services to be perfonned hereunder shall be assigned, delegated or subcontracted to third parties without the prior written approval of CITY. Copies of all third party contracts shall be submitted to CITY at least ten days prior to the proposed effective date. In the event CITY approves any such assigmnent, delegation or subcontract, the subcontractors, assignees or delegates shall be deemed to be employees of CORPORATION, and CORPORATION shall be responsible for their perfo:nnance and any liabilities attaching to their actions or omissions. -10- XII. DISCIDSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and. CORPORATION agree to maintain the confidentiality of any inf orroation regarding applicants for services offered by the PROGRAM pursuant to this Agreement or their innnediate families which may be obtained through application forms, questionnaires, interviews, tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information shall be divulged only as necessary for purposes related to the performance or evaluation of the services and. work to be provided pursuant to this Agreement, and. then only to persons having responsibilities under this Agreement, including those furnishing services under the PROGRAM through approved subcontracts. XIII. HOID HARMLESS In addition to the indemnity set forth in Exhibit "E", CORPORATION shall indemnify and. hold CITY, its officers, employees and. elected officials, boards and. commissions, hannless with respect to any damages, including attorney's fees and. court costs, arising from: A. the failure of the PROGRAM to comply with applicable laws, ordinances, codes, regulations and. decrees, including without limitation those set forth in Exhibit "F"; or, B. any negligence or omission arising out of any work or services provided by CORPORATION, its officers, employees, agents or subcontractors under the PROGRAM or this Agreement. XIV. WAIVER OF RIGHI'S AND RElVIEDIES In no event shall any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this agreement 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 shall exist shall in no way .llnpair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event shall 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 Agreement. -11- XV. NONDISCRIMINATION In connection with the perfonnance of this Agreement, C'ORPORATION assures that no person sh.all be subject to discrimination because of sex, race, religion, ethnic background, sexual preference, age, handicapped status, or union activity. XVI. AMENDMENTS Amendments to the term or conditions of this Agreement sh.all be requested in writing by the party desiring such amendment, and any such amendment sh.all be effective only upon the mutual Agreement in writing of the parties hereto. XVII. INTEGRATED IX>CUMENT 'Ill.is Agreement contains the entire Agreement between CITY and C'ORPORATION with respect to the subject matter hereof. No written or oral Agreements with any officer, agent or employee of CITY prior to execution of this Agreement sh.all affect or modify any of the terms of obligations contained in any documents comprising this Agreement. XVIII. MISCELIANEOUS A. 'Ille captions of this Agreement are for convenience of reference only, and the words contained therein sh.all in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. B. All exhibits attached hereto and referred to in this Agreement are incorporated herein by this reference as if set forth fully herein. -12- IN WITNESS WHERIDF, the parties have executed this Agreement in duplicate the day and year above written. By APPROVED AS 'IO FORM: ~ CitY Attorney 10-z.-y-ro r . Date CORPORATION By Date -13- EXHIBIT A CITY OF CUPERTINO COMMUNITY DEVELOPMENT BLOCK GRANT PROJECT PROPOSAL COVER PAGE APPLICANT ORGANIZATION NAME Sunny View West ADD RESS===224-z9-~~r-er-til1~_}'l~a<l_=-_=_=-=_-_=-~_-=_-=_=-- --------------~~~~£!~~£~-~~---22~JJ _____________ _ AGENCY DIRECTOR: Ron Zielske NAME:--------------------------~----------~---~:~~TJ~~~-HO~ _No_:__~~~-~~~~~oo PROJECT NAME: PROJECT P.A.D. (Project Access Doors) AMOUNT OF CUPERTINO CDBG FUNDS REQUESTED: AMOUNT OF COUNTY COMPETITIVE POOL CDBG FUNDS REQUESTED: '* OTHER FUNDS REQUESTED OR ANTICIPATED: TOTAL PROJECT BUDGET * Funds to cover the costs of sales tax and installation already set aside. PROJECT DESCRIPTION: $_]2~~~~~0 (Materials) $ ___ -=_Q-=--$ 2,308.00 $=-J-~~~~=-0J 0 PROJECT P.A.D. seeks funding to install four automated, _e_l_;-~t;-:L~;-:L:Li-=-~p-;;::-;;;d"-<l;-;-~;-;t-th~-g~~~;dfl~~~--~t-r~-;-c-;-;--~f Tu_n_n_y_v:Lewwest-a:Clfurrcrrngs-x-;n-;-o;--c-:-to-perml.t-t:o--p-e-Tm:Lt- -;-nh_a_;;;;;<l-;;;;;;-i~;-i~;i1-;1<l;~1Y-~;<l-<li~~bi~<l--;_.~~i-<l;n-t;-wno--r:rv-e--:rn-f11e-aparf"meni:-com:pTexes-aes""igrrearcr'r-rn-a-e--rrn--nchITn: 1-fv-in-g-,--w-h-icl1-a-r-e--H"un=-s-ub"8I<lI'Ze<l-:--"T11-e-1n.8ra1Tat.i0n.-0£--i:h-ese .:__cui_t...9_11.Laj:_~c!__c!_q__q__t_§ ___ f.Q..L_R.h.L£.h._.th~E.~-i~-E.Q_.S:E...!...!~E .. :.L.i.E..!.l_cU;_..?_y_q___i_J_aj:i_l e do not involve any remodeling or construction changes. The --a--u-ram_a_t:e-cr-cro-o-:rs--w:rrr-b"e--a--crrrect-an:a-suostantTa1--rienerrc-to-a1-1---eTcre-rry--:re-s-rcrenf"s-;-e-s:pecfiiTTy-i:n:0s-e--w110-musr:--u--s--e--w-a--rKe--rs , -----------~------------------------------------------------canes, or wheelchairs. This Project can be completed within tw-o-wo_ik_ing-days-once-flle-materTaTs-anCI-naraware-ar-e-oeTlv-Efr e d t:--;--tti-;-;;t;~--rh"";-;;;t-~£-$7~ooo-i~-i~~-th~-~--at~ri"""B.1~-~-r1i-i; and _tlt_e_l:>_a_:la-nee--or-$2~To~~oIT-covers-tne-costs-0r-1ri.st:a11--at:--ro-n--and sales taxes. Donations have already been received for the 1--a-t-t-e--r--:------------------------------------------------------- MAC CDBG EXHIBIT A fRCPOSED IHFLEMENlATION ACTIVITY TIME SCHEDULE EXHI31T C AGENCY NA.HE Sunny View Lutheran Homes PROJECT NA.HE Sunny View West Fi.seal Year 1989-90 Prosr_c_:"71_ Year 16th Year Date Prepared October 24, 1990 Agency· Di rec tor Ron Zelske • Exec11tive Di rector Project Manager Roger Mason, Director of Development ;t in detail the ~ajor activrties to be undertaken to i~plernent the proj~ct and the scheduled time they wl11 begin and be -2leted. Q:-ice apprc,ed, projects will be closely 17.:,r'iitcred during imple:7.ento::tion according to this tir;e sc_r_.e_d_u_•l_e-,--• _____ _ • 1 -M hs End" of Acti.vities 7131 8/31 9/30 10/31 11/30 12/31 1 /31 2/28 V~1 4/30 t;/~ 1 6/~(. Commence and complete project xxxxx , 1 this project be incorporated into the :>r.-going 1-1orkload of the applicant and successful Jy be ir..ple:-;-.ented according to this .ecule? Yes No · · .e~uie A??coved Sy: ~ 4 ~ -. Title: ~~J~ D«e6&f'"~'f/ffD . PROJECT ~4ME Sunny View West MONTHLY PROJ.ECT BUDGET Sixt~nth Program Year Fiscal Yeat 19 !0-91 Non-Profit Organization Sunny View Lutheran Homes EXHIBIT D D2te October 24, 1990 Phon~ Nu~ber 253-4300 Agency Director Ron Zelske, Executive Director Ptoject Manager Roger Mason, Director of Development L WE ITEM JUL AUG SEP OCT NOV DEC J.C..N FEB MAR APR t-'AY ~LAR.Y -- ersonnel e ne fits FF I CE EXPENSE ent e le phone 6st2qe rintinQ upplies ravel tilitTes QU j P'7">ent ues & Subscriptions THER EXPENSES ccountinq ServTces ontract Services ' ns1.ir2nce . onfe rences isceil2neous Y.LA.TERIALS $7, ooo· . ' TOTAL ..:ut, P?.OJECT S.~ME Sunnv View West P?-OJ~Cr Su:·'.'3ER Res2o~sible Staff ?erson(s) 20d Ap2roxi~ate Perce~tege of Ti~e .Allocat~d to ~ctfvity Roger Mason, Director of Development Approximate time allocated: 6 Hours PROJECT ~ORK PLAN 16 TH Program Year 1990-1991 Activity for Period October 1 thru December 30, 1990 (Qu3rterly, 3 Mo~th Period) Commence and complete the installation of of four automatic doors at Sunny View West. The doors will facilitate handicap accesibility at the site. Exhibit B Proaucts or Hilestones for: Quarter Complete project by Nov. 30,1990 At~G~IH•., CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY) 9-6-90 PRODUCER Seabury & Smith 3400 Norwest Center Minneapolis, MN 55402 INSURED Sunny View Lutheran Home 22445 Cupertino Road Cupertino, CA 95014 COVERAGES THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CEFITIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BEL.OW COMPANY A LETTER COMPANIES AFFORDING COVERAGE Preferred Risk Group THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, rNOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co LTR TYPE OF INSURANCa: GENERAL LIABILITY A x COMMERCIAL GENERAL LIABILITY CLAIMS MADE X OCCUR. OWNER'S & CONTRACTOR'S PROT. AUTOMOBILE LIABILITY A x ANY AUTO X ALL OWNED AUTOS X SCHEDULED AUTOS X HIRED AUTOS X NON-OWNED AUTOS GARAGE LIABILITY EXCESS LIABILITY OTHER THAN UMBHELLA FORM WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY OTHER POLICY NUMBER 9914-200 3780-003 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS POLICY EFFECTIVE POLICY EXPIRATION DATE (MM/DD/YY) DATE (MM/DD/YY) 7-1-90 7-1-91 7-1-90 7-1-91 ALL LIMITS IN THOUSANDS GENERALAGGREGATE PRODUCTS-COMP/OPS AGGREGATE $ PEHSONAL & ADVERTISING INJUHY $ EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MEDICAL EXPENSE (Any one person) $ COMBINED SINGLE LIMIT BODILY $ INJURY $ (Per person) BODILY INJUHY $ (Per accident) PROPEHTY $ DAMAGE 1,000 3,000 3,000 1,000 1,000 1,000 5, EACH OCCURRENCE $ AGGREGATE $ $ $ STATUTORY (EACH ACCIDENT) (DISEASE-POLICY LIMIT) (DISEASE-EACH EMPLOYEE) The City of Cupertino, its Officers, Agents & Employees are named as Additional Insureds, but only as to work performed under contract. Said coverage as to the City of Cupertino, etc., shall be primary coverage without offset against the City 1 s existing insurance and any other insurance CERTIFICATE HOLDER carried by the City being ~AtruN.lrance only. City of Cupertino cjo Marilyn Norling Housing & Services P.O. Box 580 Cupertino, CA 95015 ACORD 25-S (11/89) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL __3_Q DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE &,_lf!/L/!,L6, 1 ~LjRXJ @AC1_9RD CORPORATION 1989 Contract No. 89-32 AGREEMENT This Agreement is made and entered into this 24th day of August 19_§2__, by and between the city of CUpertino, a :municipal corporation (hereinafter "CITY") and Mid.peninsula Citizens for Fair Housing, a non-profit corporation (hereinafter "<X>RroRATION"). WITNESS Elli WHEREAS, CITY has received Community Development Block Grant (hereinafter "CDOO") funds through a Joint Powers Agreement with Santa Clara County, which is an Urban County entitled to CDOO funds from the Federal Deparbnent of Housing and Urban Development. WHEREAS, CITY has agreed to allocate a portion of its CDOO funds to <X>RroRATION as a sub-recipient for housing-related activities within the CITY whiCh shall primarily benefit low and moderate income households. NOW, 'IHEREFORE, the parties agree as follows: I. PROGRAM CITY agrees to allocate to the <X>RroRATION the sum of ten thousand dollars $10, 000 ) in CDOO funds for the purpose of implementing the housing program (hereinafter "PROGRAM") as more particularly described in Exhibit "A" (PrQg±:am Description), Exhibit "B" (Project Work Plan), Exhibit "C" (Proposed Implementation Time Schedule), and Exhibit "D" (Project Budget). II. ,'.IERM The tern. of this Agreement shall begin on Julv l, 1989 and shall tem.inate on the earlier of June 30, 1990 , or the date of the expenditure of the total grant amount provided for herein, or upon the tem.ination date established pursuant to Section V or Section VIL -1- III. OBLIGATIONS OF COROORATION A. Organization of COROORATION. CORFORATION shall: 1. Provide CITY with: a. Its Articles of Incorporation under the laws of the State of califomia; b. A copy of the current Bylaws of COROORATION; c. Documentation of its Internal Revenue Service non-profit status; d. Names and addresses of the current Board of Directors of COROORATION; and, e. An adopted copy of COROORATION' s personnel policies and procedures and approved affi:rmative action plan. 2. Report any changes in COROORATION Is Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, affi:rmative action plan, or tax exempt status immediately to PROGRAM MANAGER. 3. Maintain no member of its Board of Directors as a paid employee, agent or subcontractor under this Agreement. 4. Open to the public all meetings of its Board of Directors, except meetings, or portions thereof, dealing with personnel or litigation matters. 5. Keep minutes of all its regular and special meetings. 6. comply with all provisions of California Non-Profit Corporation Iaw. B. Program Perfonnance by COROORATION. COROORATION shall: 1. Conduct the PROGRAM within the City of CUpertino for the purpose of benefiting low and moderate income households. 2. File quarterly narrative reports with the CITY on the types and numbers of services rendered to CUpertino beneficiaries through the operation of the project, 'Which reports shall evaluate the manner in 'Which the project is achieving its goals according to standards established by CITY. 'Ihe reports shall be due within ten (10) working days of the end of each quarter and shall cover the quarter immediately preceding the date on 'Which the report is filed. Said reports shall be made on fonns approved by CITY. -2- 3. Coordinate its seJ::Vices with other existing organizations providing similar seJ::Vices in order to foster community cooperation and to avoid unnecessary duplication of seJ::Vices. 4. Seek out and apply for other sources of revenue in support of its operation or seJ::Vices from local, state, federal and private sources and, in the event of such award, infonn CITY within ten days. 5. Include an acknowledgement of CITY funding and support on PROGRAM stationery and on all appropriate publicity and publications using words to the effect: "funded in whole or part by City of CUpertino connnunity Development Block Grant Funds." C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: 1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. T.he CITY shall lltnn.ediately be notified in writing of the appointment of a new fiscal agent and that agent's name. 2. Establish and maintain an accounting system that shall be in confonnance with generally accepted principles of accounting. T.he accounting system shall be subject to review and approval of CITY. 3 . Docunl.ent all PROGRAM costs by maintaining records in accordance with Section III, Paragraph D below. 4. Submit on a quarterly basis, within ten (10) working days of the end of the quarter, a reimbursement request containing a surmnary statement of expenditures and revenue for the quarter innnediately preceding the date on which the report is filed and cumulative totals from the effective date of this agreement. Said reports shall be made on fonns approved by City. 5. Submit for approval by CITY any lease agreement either contemplated or in effect. 6. Certify insurability subject to CITY approval as outlined in Exhibit "E" (Insurance) • 7. If applicable, submit an indirect cost plan to CITY for approval. 8. Items 1 through 7 are express conditions precedent to any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or tennination of this Agreement. -3- 9. C'ORroRATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. C'ORroRATION shall be required to respond to any adverse findings which may lead to disallowed costs. The CITY shall make the final detennination of disallowed costs, subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. C'ORroRATION shall maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, cancelled checks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (1) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perf onn this Agreement or to operate the PROGRAM, and (2) all other matters covered by this Agreement. E. Preservation of Records. C'ORroRATION shall preserve and make available its records: 1. until the expiration of three years from the date of final payment to C'ORroRATION under this Agreement; or 2. for such longer period, if any as is required by applicable law; or, 3. if this Agreement is completely or partially tenninated, the records relating to the work tenninated shall be preserved and made available for a period of three years from the date of tennination. F. Examination of Records; Facilities. At any time during nonnal business hours, and as often as may be deemed necessary, C'ORroRATION agrees that HUD and the CITY andjor any duly authorized representatives may until expiration of (1) three years after final payment under this Agreement, (2) three years from the date of tennination of this Agreement, or (3) 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 perfo:rmance of this Agreement or the operation of the PROGRAM, and all its records with respect to the PROGRAM and all matters covered by this Agreement. C'ORroRATION also agrees that CITY or any duly authorized representatives shall 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 errployment, materials and all other data relating to the PROGRAM and matters covered by this Agreement. C'ORroRATION will be notified in advance that an audit will be conducted. C'ORroRATION 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. -4- G. Cong:>liance with raw. COROORATION shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees including, but not limited to, those federal rules and regulations, executive orders and statutes identified in Exhibit "F" (Assurances.) Specifically, CORPORATION shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non-Profit Organizations" and the follov..ring attachments to OMB Circular No. A-110: 1. Attachment A, "cash Depositories," except for Paragraph 4 concerning deposit insurance; 2. Attachment B, "Bonding and Insurance; 11 3. Attachment c, "Retention and CUstodial Requirements for Records;" 4. Attachment F, "Standards for Financial Management Systems;" 5. Attachment H, "Monitoring and Reporting Program Perfonnance,11 Paragraph 2; 6. Attachment N, "Property Management Standards, 11 except for Paragraph 3 concerning the standards for real property; and 7. Attachment o, "Procurement Standards." IV. OBLIGATIONS OF CITY A. Method of Payment. During the tenn of this Agreement, CITY shall reimburse COROORATION for all allowable costs and expenses incurred in connection with the PRCX.";RAM, not to exceed the total sum of ten thousand Dollars ($10,000 ) , except that City may, at any time in its absolute discretion, elect to suspend or tenninate payment to COROORATION, in whole or in part, under this Agreement or not to make any particular payment under this Agreement based on COROORATION's non-compliance, including, but not limited to, incomplete documentation of expenses, failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section V, Paragraph B, of this Agreement or based on the refusal by CORroRATION to accept any additional conditions that may be imposed by HUD at any time, or based on the suspension or tennination of the grant to CITY made pursuant to the Housing and Community Development Act of 1974, as amended. -5- V. CONTRAcr COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROGRAM perfomance shall be the mutual responsibility of both CITY and CORFORATION. COROORATION shall furnish all data, statements, records, infonnation and reports necessary for PROGRAM MANAGER to monitor, review and evaluate the perfomance of the PROGRAM and its components. CITY shall 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. Upon receipt by CITY of any infonnation that evidences a failure by COROORATION to corcply with any provision of this Agreement, CITY shall have the right to require corrective action to enforce corcpliance with such provision. Areas of noncorcpliance include but are not limited to: 1. If COROORATION (with or without knowledge) shall have made any material misrepresentation of any nature with respect to any infonnation or data furnished by CITY in connection with the PROGRAM. 2. If there is pending litigation with respect to the perfomance by COROORATION of any of its duties or obligations under this Agreement which may materially jeopardize or adversely affect the undertaking of or the carcying out of the PROGRAM. 3. If COROORATION shall have taken any action pertaining to the PROGRAM which requires CITY approval without having obtained such approval. 4. If COROORATION is in default under any provision of this Agreement. 5. If CORFORATION makes improper use of CITY funds. 6. If COROORATION submits to CITY any report which is incorrect or incorcplete in any material respect. c. Corrective Action Procedure. CITY in its absolute discretion and in lieu of inunediately tenninating this Agreement upon occurrence or discovery of noncorcpliance by COROORATION under this Agreement, shall have the right to give COROORATION notice of CITY'S intention to consider corrective action to enforce corcpliance. such notice shall indicate the nature of the non-corcpliance and the procedure whereby COROORATION shall have the opportunity to participate in formulating any corrective action reconnnendation. CITY shall have the right to require the presence of COROORATION's officer(s) and Executive Director at any hearing or meeting called for the purpose of considering corrective action. Thereafter, CITY shall forward to COROORATION specific corrective action recommendations and a detailed timetable for implementing these recommendations; such -6- timetable shall allow CORPORATION not less than five ( 5) nor more than thirty (30) days to corrply. Following illlplementation of the corrective actions, CORfQRATION shall forward to City, within the time specified. by city, any documentary evidence required. by City to verify that the corrective actions have been taken. In the event that CORPORATION does not illlplement the corrective action re.conune:ndations in accordance with the corrective action timetable, CITY may suspend payments hereunder or tenninate this Agreement. D. Tennination for Cause. Notwithstanding anything to the contraxy contained. in the foregoing, CITY may tenninate this Agreement by written notice to CORPORATION, if any of the events of noncorrpliance listed. in Section V, Paragraph B, occur or are discovered., if CORfQRATION does not illlplement any recommended. corrective action, if CORPORATION is in bankruptcy or receivership, if a member of the CORPORATION's Board of Directors, the Executive Director or other administrative staff person is the subject of investigation for wrongdoing, or if there is reliable evidence that CORPORATION is unable to operate the PROGRAM. Tennination under this section shall be effective on the date notice of tennination is received. or such later date as may be specified. in the notice. VI. PROGRAM COORDINATION A. CITY: The Housing and Services Coordinator, or his/her designee, shall be the Program Manager for the CITY and shall monitor progress and perfonnance of this Agreement for CITY. The Program Manager shall be responsible for all services agreed. to be perfonned. by CITY. B. CORPORATION: A single Program Director who shall have overall responsibility for the progress and execution of this Agreement shall be assigned.. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute or replacement Program Director, CORPORATION shall innned.iately notify CITY of such occurrence. Program Director and CORPORATION staff will cooperate fully with CITY in fulfillment of this Agreement. I I I I I I I I I I I -7- c. Correspondence: All correspondence and notices required by this Agreement shall be sent to the parties at the following address: CITY: Housing and SeIVices Coordinator Deparbnent of Conununity Development City of CUpel:tino 10300 Torre Avenue CUpel:tino, CA 95014 cxmroRATION: R. Richard Roe Name Executive Director Title Midpeninsula Citizens for Fair Housing Name of Corporation 457 Kingsley Avenue Address Palo Alto, CA 94301 All notices shall either be hand delivered or sent by United states mail, registered or certified, postage prepaid. Notices given in such a manner shall 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 (5) days written notice of such change to the other party in the manner provided in this section. VII. TERMINATION A. In addition to CITY'S right to tenninate for cause set forth in section V, either CITY or CORroRATION may suspend or tenninate this Agreement for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the seIVices hereunder will be inunediately discontinued. B. Upon termination, either under this Section VII or Section V, CORPORATION shall: 1. be paid for all documented seIVices actually rendered to CITY to the date of such termination; provided, however, CITY shall be obligated to compensate CORroRATION only for that portion of CORroRATION'S seIVices which are allowable costs and expenses as determined by an audit or other monitoring device; -8- 2. tum over to CITY immediately any and all copies of studies, reports and other data, whether or not completed, prepared by C'ORPORATION or its subcontractors, if any, in connection with this Agreement. Such materials shall become property of CITY. C'ORPORATION, hOW'ever, shall not be liable to CITY'S use of incomplete materials or for CITY'S use of completed documents if used for other than services conterrplated by this Agreement; and 3. transfer to the CITY any CDBG funds on hand and any accounts receivable attributable to the use of CDBG funds. All assets acquired with CDBG funds shall be returned to the CITY. c. upon tennination of this Agreement, CORPORATION shall immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG funds granted to C'ORPORATION pursuant to this Agreement. VIII. PURCHASING REAL OR PERSONAL PROPERrY A. Title to Personal Property. Title to any personal property used in connection with the project shall vest as follows: 1. Personal property donated or purchased with other than CITY CDBG funds shall become the property of C'ORPORATION or person specified by the donor or funding source; oth&Wise the same shall become the property of CITY except for property and equipment as described in 2. 2. Personal property and equipment penaanently affixed to building owned by C'ORPORATION shall become the property of C'ORPORATION. 3. All other personal property, supplies and equipment purchased pursuant to this Agreement and not consumed shall become property of CITY. B. Non-Expendable Property. Non-expendable property purchased by C'ORPORATION with funds provided by CITY, with a purchase price in excess of one Himdred Dollars ($100), must be approved in advance in writing by CITY. CITY shall retain title to said property. If a PROGRAM will be continued beyond tennination of this Agreement, CITY at its option, may revert title to C'ORPORATION. c. Purchase of Real Property. None of the funds provided under this Agreement shall be used for the purchase of real property, unless CITY approves such purchase in writing containing any conditions the CITY deems appropriate prior to the time C'ORPORATION finalizes such purchase. Approval of any such contract or an option to purchase shall be processed through the PROGRAM :MANAGER. -9- D. Security Document. 'As a condition precedent to CITY releasing funds for the purchase of real property or an option to purchase real property, C'ORl?ORATION shall prepare and execute a promissory note, deed of trust or other Agreement restricting the use of said real property for purposes consistent with this Agreement, HUD and CDBG requirements. IX. PROGRAM INCOME Income generated by the PROGRAM shall be retained by C'ORl?ORATION. Such income shall be used to reduce the monthly request for funds under this Agreement and for the same purposes and activities described in Exhibit A. All provisions of this Agreement shall apply to the use of PROGRAM income for such activities. X. INDEPENDENT CONTRACIOR This is an Agreement by and between independent contractors and is not intended and shall 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 subcontractors, shall not have any claim under this Agreement or othawise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY A. This Agreement may not be assumed nor assigned to another corporation, person, partnership or any other entity without the prior written approval of CITY. B. None of the work or services to be perfonned hereunder shall be assigned, delegated or subcontracted to third parties without the prior written approval of CITY. Copies of all third party contracts shall be submitted to CITY at least ten days prior to the proposed effective date. In the event CITY approves any such assignment, delegation or subcontract, the subcontractors, assignees or delegates shall be deemed to be employees of CORPORATION, and C'ORl?ORATION shall be responsible for their performance and any liabilities attaching to their actions or omissions. I I I I I -10- XII. DISCIDSURE OF CONFIDENTIAL.CLIENT INFORMATION CITY' and CORroRATION agree to maintain the confidentiality of any information regarding applicants for services offered by the PROGRAM pursuant to this Agreement or their innnediate families 'Which may be obtained through application fonns, questionnaires, interviews, tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information shall be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Agreement, and then only to persons having responsibilities under this Agreement, including those furnishing services under the PROGRAM through approved subcontracts. XIII. HOID HARMLESS In addition to the indemnity set forth in Exhibit "E", CORroRATION shall indemnify and hold CITY', its officers, employees and elected officials, boards and conunissions, hannless with respect to any damages, including attorney's fees and court costs, arising from: A. the failure of the PROGRAM to comply with applicable laws, ordinances, codes, regulations and decrees, including without limitation those set forth in Exhibit "F"; or, B. any negligence or omission arising out of any work or services provided by CORroRATION, its officers, employees, agents or subcontractors under the PROGRAM or this Agreement. XIV. WAIVER OF RIGHTS AND REMEDIES In no event shall any payment by CITY' constitute or be construed to be a waiver by CITY' of any breach of the covenants or conditions of this agreement or any default 'Which may then exist on the part of CORroRATION, and the making of any such payment 'While any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to CITY' with respect to such breach or default. In no event shall payment to CORroRATION by CITY' in any way constitute a waiver by CITY' of its rights to recover from CORroRATION the amount of money paid to CORroRATION on any item 'Which is not eligible for payment under the PROGRAM or this Agreement. I I I I I -11- "JN. NONDISCRIMINATION In connection with the perfonnance of this Agreement, C'ORPORATION assures that no person shall be subject to discrimination because of sex, race, religion, ethnic background, sexual preference, age, handicapped status, or union activity. XVI. AMENI:rol'ITS Amendments to the tenns or conditions of this Agreement shall be requested. in writing by the party desiring such amendment, and any such amendment shall be effective only upon the mutual Agreement in writing of the parties hereto. XVII. INTEGRATED IX>CUMENT This Agreement contains the entire Agreement between CITY and CORroRATION with respect to the subject matter hereof. No written or oral Agreements with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the tenns of obligations contained. in any documents comprising this Agreement. XVII. MISCEI.I.ANEOUS A. T.he captions of this Agreement are for convenience of reference only, and the words contained. therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. B. All exhibits attached. hereto and referred. to in this Agreement are incorporated. herein by this reference as if set forth fully herein. I I I I I I I I I I I I I I -12- ' ' IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate the day and year above written. By City Attorney a ;, ')] (f 0# ~ Dat<4 CORroRATION £.~L By Executive Director a~,,, (re, te ATIEST: -13- CITY OF aJPERI'INO ro1MUNITY DEVE.LOFMENr BLOCK GRANI1 PRCGRAM FIFTEENTH P.RCX;RAM YEAR FY 1989/90 , PROJECT P.ROrosAL OJVER PAGE APPLICl\NT ORGANIZATION: EXHIBIT A NAME Midpeninsula Citizens for Fair Housing :..-~~~-"-_,...~~~~~~~~~~~~~~~"--~~~~....-....-....-~~~ ADDRESS 457 Kingsley_.A_v_e_n_u_e_~....-~~~....-~....-....-~....-....-~....-....-~....-....-....-~ ....-~~~---'P~a=l=o~Al=-"tQ.i_,~CA~~9~4=3~0=1~....-....-....-....-....-~....-....-~....-~....-....-....-....-~....-~ AGENCY DIRECTOR: NAME R. Richard Roe TITIE Executzi vztzctor ~ SIGNA.'IURE t(v .. :JI _ I I PHONE NO. ( 408) 730-8491 PROJEcr NAME Fair Housing Services OOLIAR AMaM.r OF CDOO FUNOO IW;;PESTED $--:;;;l:,.;:;.O.._O~O:;..;:;O __________ _ PROJEcr SUMMARY: The primary service the project provides is assistance to people who believe they may have been victims of discrimination in their search for housing. When discrimination is.suspected we provide: !)investigation of the circumstances, 2)counseling of the comQlainants regarding their options, based on the results of the investigation; and ])attempts at conciliation or referral to a state enforcement agency or a private attorney, dependi~n the .. Clients I Choices Of action, In addition to these client services the project provides the following: -CcrraTiunit'.y outreach and interpretation of the iaw Educatidnal' 'resources for owners and managers Data and.analyses of fair housing issues for City staff MRLYN2 (BIUE-1) 6 PROJECT NAME M:FH-Fair Housing Services PROJECT NUMBER Responsible Staff Person(s) and Approximate Percentage of Time Allocated to Activity Fair Housing Program Director 7% Fair Housing Specialist 7% PROJECT WORK PLAN 15TH Program Year 1989/90 ~c~ivity for Period wit.fl Noted Exceptions Activities Are the Same for Each Quarter (Quarterly, "3 Month Period) Client Services Provide information, investigation, counseling, legal referral, and follow-up services, as appropriate, to all who make carplaints of discrimination. Provide information and counseling in relation to all calls regarding other housing related issues; make referrals where appropriate. Client Services Suppo~t Activity Recruit and maintain carmunication with panel of cooperating attorneys Conduct an Attorneys' Workshop Recruit, train, and maintain p:::ol of testers Exhibit B Proauct:s or Hi lestones~ for Quarter Services are initiated within 48 hours of contact. Under usual circumstances it is within 24 hours Estlinatednumber of clients: 8 ccmplaints received 4 ca?es investigated Imnediate response to all I & R cal] Estlinate:· 35 calls ~..a.intain panel of at least 13 attor:neys One "-Drkshop in the third quarter Maintain p:::ol of at least 50 testers -...J >- PROJECT NAME M:FH Fair Housing Services PROJECT NUMBER ResponsJb"le Staff Person (s) and Approximate Percentage of Time Allocated to Activity Executive Director 7% Executive Assistant 7% Office .V.ianager 7% PROJECT HORK PLAN ~15111 Progrum Year 1989/90 Activity for Period with Notea-D<.~epl::ions Actjvjties Are tbe Same for Each Qllarter (Quarterly, 3 Mon.th Period) outreach Activities Distribute brochures, fliers, etc. Advertise in newspapers Consult with human service agency staffs about referrals Distribute PSAs Educational Activities Conduct or participate in a training event for owners and managers Reports and Analyses for the City Provide reports and analyses of data to City of CUpertino Provide information on fair housing issues to City staff Exhibit B Products or Milestones_ for Quarter 150 distributed each quarter At least 1;5 times per m::mth 'IWo agencies per quarter 'IWo PSAs per quarter One event during the year Quarterly statistical rep<?rt; semi-annual interpretive report On request tp PROPOSED IMPLEMENTATION ACTIVITV TIME SCHEDULE EXHIBIT C I~ AGENCY NAME ~dpeninsula Citizens for Fair Housing PROJECT NAME Fair Housing Services Fiscal Year 1989-90 Program Year 1989-90 Date Prepared January 12, 1989 Agency Director R. Richard Roe Project Manager R. Richard Roe st in detail the major activities to be undertaken to implement the project and the scheduled time they will begin and be ~pleted. Once approved, projects will be closely monitored during implementation according to this time sc_h_e_d_u_l_e~.'--~~~~~ •. 1 hs End" of -Ac ti vi ties .]/Jlcc-o-c : . 8/31· . 9/30 , 0/31 11 /30 12/31 1 /31 2/28. 1/11 4/30 S/'.H 6/1G • Client Services x --~ .::., _ _:_.;,_ ____ ~--------------------------------... -----------------~--------1--------------------~---x . -Client Services Support Acti vi tie~ x----;---------'"--------------------------------------------------1----------~-------- ._ ________ -----x Attorneys Workshop x Outreach Activities x-------------~---------------------------------------------------L-----------------~--------<----x CMners/Managers . Training Event x Quarterly Reports x x x x this project be incorporated into the ~n-going workload of the applicant and successfully be implemented according to this edule7 Yes X No --- edule Approved By: /. ~ L Title: Executive Director Date January 12, 1989 O:> 2 PROJECT NAME Fair Housing Services MONTIILY PROJECT BUDGET Fifteenth Program Year Fiscal Year 1989/90 Non-Profit Organization Midpeninsula Citizens for Fair Housing EXHI'BIT D Date January 12, 1989 I t \ Phone Number (408)730-8491 Agency Director R. Richard Roe Project Manager R. Richard Roe ~~~~~~~~~~~~~~~~~~---'-~~~ LI NE ITEM TOTAL IM'.JNTHLY (EACH 111 NTH IS 'l KE SAME) --· ~····-.---·-'" )A LARY ~ -'ersonne 1 6,511 542.61 -.. ·-... ~enefits 1,098 9_1. 48 ~ 1FF1CE EXPENSE . ;ent 349 29.05 re le phone 393 -32.75 :>6s taqe 127 10.57 rint i nq 190 15.85 . )upplies 11 .d <LS1 rrave 1 c;n 4 11 Jtil ities 0 0 ~ouipment 25 2.12 1ues & Subscriptions 57 4.75 ,THER EXPENSES ~ccountinq Services 149 12.44 ·ontract Services 573 47.75 nsurance 90 7.46 onferences 95 7.92 :isce 1 laneous 3taff Training 16 1.33 :onsul tan ts 12 1.05 lther 151 12.56 ; . TOTAL LO, 000 833.33 . \0 ... l I-,/ EXHIBIT E Insuranc.e And Indemnity Requirements· ' '~· Indemni:!;.y: corporation agrees to i:nclemnify arxl. save hannless the city of CUpertino, its office.rs, employees and elected officials, boards and cormnissions from all suits, actions, claims, causes of action, costs, demanis, judgments and liens arisirg out of the·Corporation's perfonnance urrler this Agreewent, including the corporation's failure to comply with or carry out any of the provisions of this Agreem:mt. .· ' ' '! .-.,.,. Insurance: COrporation shall take' out prior to' connnencerer1t of the perfonnance Of the terms of this Agreem:mt, pay for, . and maintain until completion of this Agreement, the following types of Policies. These Policies must cover at least the followin:;/, which are minimum coverages and limits. ' . I. Comprehensive General Liabilitv Insurance including the f ollow.i.ng: · · · · .· A. Premises Operations (including completed operations," if. tb~ exposure exists). ·B. Broad Form Blanket contractual. c. Personal Injury coverages A, B and c, delete exclusion "C". 1. .All coverages must have a minimum of $500, ooo Combined Single Limit. . .. II. Comprehensive Auto Policy to cover: A. Non-oW.hed~ B. Hired Auto. 1. 'lbese coverages must have a minimum of $500, 000 Combined Single I.J.mit for bodily injury arrl property damage. I ! ':/ III. Errors or omissions coverage for attorneys and };)aralegals with a minimum limit of $500,000 per occurrence Combined Sin;Jle Limit with no :rrore that $1,000 deductible per occurrence (where scope of services provides for attorneys and paralegals .. ) · · . . . , · -14- ... •111 i ' ' II ~ IV. Medical Malpractice Insurance: M:in:i.rnurn limits of $500, ooo per ... .. ..~occurrence with no greater deductible than $1,000 per occurrence~. ·.~s.Js to cover all medical staff associated with the Corporation, such as, rut not lbnited to, doctors, nurses/ arrl parairedicals (where scope of services provides for medical staff.) v. Workers Comp@nsation coverage with the statutocy limit of liability arxl $1,000,000 employer's liability. '· Endorsernent:S: On all reqUired insurance the follooing·errlorsements must be a part of each Poligy. · A. llle city of Cupertino, its officers arxl employees, arrl agents are to be additional insureds. t, B. lllirty (30) days notice of cancellation or reduction in coverage of any nature must be given to the City of CUpertino. c. llle insurance policies must be, .endorsed .. ~. shCM that they are primacy, arxl any other valid arrl collectible insurance the City of Cupertino may have will be excess only. , i, 1; D. All insurance policies must be satisfactory ta'· the City of OJpe.rtino. . ' ' . :·" , 'I •'' I•. "· , ) ! ." ' ' I ' ( \ ' ' t ~ ;! ' '•,', 'ti? ,• '•'1 Contract No. 88-32 AGREEMENT 'Ihis Agreement is made and entered into this ~ day of December , 19~, by and between the city of CUpertino, a municipal corporation (hereinafter "CITY") and Midpeninsula Citizens for Fair Housing, a non-profit corporation (hereinafter "CORPORATION"). WITNESSEIH WHEREAS, CITY has received Connnunity Development Block Grant (hereinafter "CDOO") funds through a Joint Powers Agreement with Santa Clara county, which is an Urban county entitled to CDOO funds from the Federal Department of Housing and Urban Development. WHEREAS, CITY has agreed to allocate a portion of its CDOO funds to CORPORATION as a sub-recipient for housing-related activities within the CITY which shall primarily benefit low and moderate income households. NOW, THEREFORE, the parties agree as follows: I. PROGRAM CITY agrees to allocate to the CORPORATION the sum of ten thousand dollars $10, ooo ) in CDOO funds for the purpose of implementing the housing program (hereinafter "PROGRAM") as more particularly described in Exhibit "A" (Program Description), Exhibit "B" (Project Work Plan), Exhibit "C" (Proposed Implementation Time Schedule), and Exhibit "D" (Project Budget). II. TERM 'Ihe tenn of this Agreement shall begin on July 1, 1988 and shall tenninate on the earlier of June 30, 1989 , or the date of the expenditure of the total grant amount provided for herein, or upon the termination date established pursuant to Section V or Section VIL -1- III. OBLIGATIONS OF C'ORroRATION A. Organization of C'ORroRATION. C'ORroRATION shall: 1. Provide CITY with: a. Its Articles of Incorporation under the laws of the State of califomia; b. A copy of the current Bylaws of C'ORroRATION; c. Documentation of its Internal Revenue Service non-profit status; d. Names and addresses of the current Board of Directors of C'ORroRATION; and, e. An adopted copy of C'ORroRATION' s personnel policies and procedures and approved affirmative action plan. 2. Report any changes in C'ORroRATION' s Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, affirmative action plan, or tax exempt status immediately to P.ROORAM :M'ANAGER. 3. Maintain no member of its Board of Directors as a paid employee, agent or subcontractor under this Agreement. 4. Open to the public all meetings of its Board of Directors, except meetings, or portions thereof, dealing with personnel or litigation matters. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of califomia Non-Profit Corporation I.aw. B. Program Performance by CORroRATION. C'ORroRATION shall: 1. Conduct the P.ROORAM within the City of CUpertino for the purpose of benefiting low and moderate income households. 2. File quarterly narrative reports with the CITY on the types and numbers of services rendered to CUpertino beneficiaries through the operation of the project, which reports shall evaluate the manner in which the project is achieving its goals according to standards established by CITY. 'Ihe reports shall be due within ten (10) working days of the end of each quarter and shall cover the quarter immediately preceding the date on which the report is filed. Said reports shall be made on fonns approved by CITY. -2- 3. Coordinate its services with other existing organizations providing similar services in order to foster connnunity 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 such award, inform CITY within ten days. 5. Include an acknowledgement of CITY funding and support on PROGRAM stationery and on all appropriate publicity and publications using words to the effect: "funded in whole or part by City of Cupertino connnunity Development Block Grant Funds." c. Fiscal Respqnsibilities of CORroRATION. CORroRATION shall: 1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial and accounting activities of CORroRATION, including the receipt and disbursement of CORPORATION funds. The CITY shall immediately be notified in writing of the appointment of a new fiscal agent and that agent's name. 2. Establish and maintain an accounting system that shall be in conformance with generally accepted principles of accounting. The accounting system shall be subject to review and approval of CITY. 3. Document all PROGRAM costs by maintaining records in accordance with Section III, Paragraph D below. 4. Submit on a quarterly basis, within ten (10) working days of the end of the quarter, a reimbursement request containing a surama.cy statement of expenditures and revenue for the quarter inune.diately preceding the date on which the report is filed and cumulative totals from the effective date of this agreement. Said reports shall be made on forms approved by city. 5. Submit for approval by CITY any lease agreement either contemplated or in effect. 6. Certify insurability subject to CITY approval as outlined in Exhibit "E" (Insurance) • 7. If applicable, submit an indirect cost plan to CITY for approval. 8. Items 1 through 7 are express conditions precedent to any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Agreement. -3- 9. CX>REORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CX>RroRATION shall be required to respond to any adverse findings which may lead to disallowed costs. T.he CITY shall make the final detem.ination of disallowed costs, subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. CX>REORATION shall maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, cancelled ch.eeks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly ( 1) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perf om. this Agreement or to operate the PROGRAM, and (2) all other matters covered by this Agreement. E. Preservation of Records. CX>REORATION shall preserve and make available its records: 1. until the expiration of three years from the date of final payment to CX>RroRATION under this Agreement; or 2. law; or, for such longer period, if any as is required by appli~le 3. if this Agreement is completely or partially tem.inated, the records relating to the work tem.inated shall be preserved and made available for a period of three years from the date of tem.ination. F. Examination of Records; Facilities. At any time during nonnal business hours, and as often as may be deemed necessary, CX>RroRATION agrees that HUD and the CITY andjor any duly authorized representatives 111a.Y until expiration of (1) three years after final payment under this Agreement, (2) three years from the date of tem.ination of this Agreement, or (3) 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 Agreement or the operation of the PROGRAM, and all its records with respect to the PROGRAM and all matters covered by this Agreement. CX>REORATION also agrees that CITY or any duly authorized representatives shall 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 errployment, materials and all other data relating to the PROGRAM and matters covered by this Agreement. CX>REORATION will be notified in advance that an audit will be conducted. CX>REORATION will be required to respond to any audit findings, and have the responses included in the final audit report. T.he cost of any such audit will be borne by CITY. -4- G. Compliance with I.aw. C'ORroRATION shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees including, but not limited to, those federal rules and regulations, executive orders and statutes identified in Exhibit "F" (Assurances.) Specifically, C'ORroRATION shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non-Profit Organizations" and the following attachments to OMB Circular No. A-110: 1. Attachment A, "cash Depositories," except for Paragraph 4 concerning deposit insurance; 2. Attachment B, "Bonding and Insurance;" 3. Attachment c, "Retention and CUstodial Requirements for Records;" 4. Attachment F, "Standards for Financial Management Systems;" 5. Attachment H, "Monitoring and Reporting Program Perfomance, " Paragraph 2; 6. Attachment N, "Property Management Standards," except for Paragraph 3 concerning the standards for real property; and 7. Attachment o, "Procurement Standards." DI. OBLIGATIONS OF CITY A. Method of Payment. During the tenn of this Agreement, CITY shall reimburse C'ORroRATION for all allowable costs and expenses incurred in connection with the PROGRAM, not to exceed the total sum of ten thousand Dollars ($10,000 ) , except that City may, at any time in its absolute discretion, elect to suspend or tenninate payment to C'ORroRATION, in whole or in part, under this Agreement or not to make any particular payment under this Agreement based on C'ORroRATION's non-compliance, including, but not limited to, incol'l'plete documentation of expenses, failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section V, Paragraph B, of this Agreement or based on the refusal by C'ORroRATION to accept any additional conditions that may be imposed by HUD at any time, or based on the suspension or tennination of the grant to CITY made pursuant to the Housing and Conununity Development Act of 1974, as amended. -5- V. C'ONTRAcr C'OMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROGRAM perfomance shall be the mutual responsibility of both CITY and C'ORFORATION. C'ORFORATION shall furnish all data, statements, records, infor.mation and reports necessary for PROGRAM :MANAGER to monitor, review and evaluate the perfomance of the PROGRAM and its components. CITY shall 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. Upon receipt by CITY of any infor.mation that evidences a failure by C'ORFORATION to comply with any provision of this Agreement, CITY shall have the right to require corrective action to enforce compliance with such provision. Areas of noncompliance include but are not limited to: 1. If C'ORFORATION (with or without knowledge) shall have made any material misrepresentation of any nature with respect to any infor.mation or data furnished by CITY in connection with the PROGRAM. 2. If there is pending litigation with respect to the perfomance by C'ORFORATION of any of its duties or obligations under this Agreement which may materially jeopardize or adversely affect the undertaking of or the carrying out of the PROGRAM. 3. If C'ORFORATION shall have taken any action pertaining to the PROGRAM which requires CITY approval without having obtained such approval. 4. If C'ORFORATION is in default under any provision of this Agreement. 5. If C'ORFORATION makes improper use of CITY funds. 6. If C'ORFORATION submits to CITY any report which is incorrect or incomplete in any material respect. c. Corrective Action Procedure. CITY in its absolute discretion and in lieu of immediately tenninating this Agreement upon occurrence or discovery of noncompliance by C'ORFORATION under this Agreement, shall have the right to give C'ORFORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice shall indicate the nature of the non-compliance and the procedure whereby C'ORFORATION shall have the opportunity to participate in fonnulating any corrective action recorrnnendation. CITY shall have the right to require the presence of C'ORFORATION's officer(s) and Executive Director at any hearing or meeting called for the purpose of considering corrective action. 'Ihereafter, CITY shall forward to C'ORFORATION specific corrective action reconnnendations and a detailed timetable for implementing these reconnnendations; such -6- timetable shall allow C'ORPORATION not less than five (5) nor more than thirty (30) days to comply. Following implementation of the corrective actions, C'ORPORATION shall forward to City, within the time specified by City, any documentary evidence required by City to verify that the corrective actions have been taken. In the event that C'ORPORATION does not implement the corrective action reconnnendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or tenninate this Agreement. D. Termination for cause. Notwithstanding anything to the contrary contained in the foregoing, CITY may terminate this Agreement by written notice to C'ORPORATION, if any of the events of noncompliance listed in section V, Paragraph B, occur or are discovered, if C'ORroRATION does not implement any recommended corrective action, if C'ORPORATION is in bankruptcy or receivership, if a member of the C'ORroRATION's Board of Directors, the Executive Director or other administrative staff person is the subject of investigation for wrongdoing, or if there is reliable evidence that C'ORPORATION is unable to operate the PROGRAM. Tennination under this section shall be effective on the date notice of termination is received or such later date as may be specified in the notice. VI. PROGRAM C'OORDINATION A. CITY: '!he Housing and Services Coordinator, or hisjher designee, shall be the Program Manager for the CITY and shall monitor progress and perfonnance of this Agreement for CITY. '!he Program Manager shall be responsible for all services agreed to be performed by CITY. B. C'ORPORATION: A single Program Director who shall have overall responsibility for the progress and execution of this Agreement shall be assigned. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute or replacement Program Director, C'ORroRATION shall inunediately notify CITY of such occurrence. Program Director and C'ORPORATION staff will cooperate fully with CITY in fulfillment of this Agreement. I I I I I I I I I I I -7- '' ' c. Correspondence: All correspondence and notices required by this Agreement shall be sent to the parties at the following address: CITY: Housing and S&Vices Coordinator Deparbnent of Planning & Development City of CUpertino 10300 Torre Avenue cupertino, CA 95014 C'O~RATION: R. Richard Roe Name Executive Director Title Midpeninsula Citizens for Fair Housing Name of Co:rporation 457 Kingsley Avenue Address Palo Alto, CA 94301 All notices shall either be hand delivered or sent by United states mail, registered or certified, postage prepaid. Notices given in such a manner shall 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 (5) days written notice of such change to the other party in the manner provided in this section. VII. TERMINATION A. In addition to CITY'S right to tenninate for cause set forth in Section V, either CITY or C'O~RATION may suspend or terminate this Agreement for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, perfonnance of the s&Vices hereunder will be inunediately discontinued. B. Upon tennination, either under this Section VII or Section v, C'O~RATION shall: 1. be paid for all documented s&Vices actually rendered to CITY to the date of such tennination; provided, however, CITY shall be obligated to compensate C'O~RATION only for that portion of C'O~RATION'S s&Vices which are allowable costs and expenses as determined by an audit or other monitoring device; -8- 2. tum over to CITY inunediately any and all copies of studies, reports and other data, whether or not completed, prepared by CORPORATION or its subcontractors, if any, in connection with this Agreement. Such materials shall become property of CITY. CORPORATION, however, shall not be liable to CITY'S use of incomplete materials or for CITY'S use of completed documents if used for other than services contemplated by this Agreement; and 3. transfer to the CITY any CDBG funds on hand and any accounts receivable attributable to the use of CDBG funds. All assets acquired with CDBG funds shall be returned to the CITY. c. Upon termination of this Agreement, CORPORATION shall inunediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG funds granted to CORPORATION pursuant to this Agreement. VIII. PORCHASING REAL OR PERSONAL PROPERI'Y A. Title to Personal Property. Title to any personal property used in connection with the project shall vest as follows: 1. Personal property donated or purchased with other than CITY CDBG funds shall become the property of CORPORATION or person specified by the donor or funding source; otherwise the same shall become the property of CITY except for property and equipment as described in 2. 2. Personal property and equipment pennanently affixed to building owned by C'ORPORATION shall become the property of C'ORroRATION. 3. All other personal property, supplies and equipment purchased pursuant to this Agreement and not consumed shall become property of CITY. B. Non-Expendable Property. Non-expendable property purchased by CORPORATION with funds provided by CITY, with a purchase price in excess of one Hundred Dollars ($100), must be approved in advance in writing by CITY. CITY shall retain title to said property. If a PROGRAM will be continued beyond tennination of this Agreement, CITY at its option, may revert title to CORPORATION. c. Purchase of Real Property. None of the funds provided under this Agreement shall be used for the purchase of real property, unless CITY approves such purchase in writing containing any conditions the CITY deems appropriate prior to the time C'ORPORATION finalizes such purchase. Approval of any such contract or an option to purchase shall be processed through the PROGRAM :MANAGER. -9- D. Security Document. As a condition precedent to CITY releasing funds for the purchase of real property or an option to purchase real property, CORPORATION shall prepare and execute a promisso:i::y note, deed of trust or other Agreement restricting the use of said real property for purposes consistent with this Agreement, HUD and CD:B:; requirements. IX. PROGRAM INC'OME Income generated by the PROGRAM shall be retained. by CORPORATION. Such income shall be used to reduce the monthly request for funds under this Agreement and for the same purposes and activities described in Exhibit A. All provisions of this Agreement shall apply to the use of PROGRAM income for such activities. X. INDEPENDENT CONTRACIOR This is an Agreement by and between independent contractors and is not intended and shall 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 subcontractors, shall not have any claim under this Agreement or oth~ise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY A. This Agreement may not be assumed nor assigned to another corporation, person, partnership or any other entity without the prior written approval of CITY. B. None of the work or services to be perfonned hereunder shall be assigned, delegated or subcontracted to third parties without the prior written approval of CITY. Copies of all third party contracts shall be submitted to CITY at least ten days prior to the proposed effective date. In the event CITY approves any such assigrnnent, delegation or subcontract, the subcontractors, assignees or delegates shall be deemed to be employees of CORPORATION, and CORPORATION shall be responsible for their performance and any liabilities attaching to their actions or omissions. I I I I I -10- XII. DISCIDSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and COREORATION agree to maintain the confidentiality of any inf onnation regarding applicants for services offered by the PROGRAM pursuant to this Agreement or their innnediate families "l'Nhich may be obtained through application foms, questionnaires, interviews, tests, reports from public agencies or counselors, or any other source. Without the written pennission of the applicant, such infonnation shall be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Agreement, and then only to persons having responsibilities under this Agreement, including those furnishing services under the PRcx:;:RAM: through approved subcontracts. XIII. HOID HARMIBSS In addition to the indemnity set forth in Exhibit "E", COREORATION shall indemnify and hold CITY, its officers, employees and elected officials, boards and conunissions, hannless with respect to any damages, including attorney's fees and court costs, arising from: A. the failure of the PROGRAM to COll'ply with applicable laws, ordinances, codes, regulations and decrees, including without limitation those set forth in Exhibit "F"; or, B. any negligence or omission arising out of any work or services provided by COREORATION, its officers, employees, agents or subcontractors under the PROGRAM or this Agreement. XIV. WAIVER OF RIGHTS AND REMEDIES In no event shall any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this agreement or any default "l'Nhich may then exist on the part of COREORATION, and the making of any such payment "l'Nhile any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event shall payment to COREORATION by CITY in any way constitute a waiver by CITY of its rights to recover from COREORATION the amount of money paid to COREORATION on any item "l'Nh.ich is not eligible for payment under the PROGRAM or this Agreement. I I I I I -11- X.V. NONDISCRIMINATION In connection with the performance of this Agreement, CO~RATION assures that no person shall be subject to discrimination because of sex, race, religion, ethnic background, sexual preference, age, handicapped status, or union activity. XVI. AMENI:MENTS Amendments to the tenns or conditions of this Agreement shall be requested. in writing by the party desiring such amendment, and any such amendment shall be effective only upon the mutual Agreement in writing of the parties hereto. XVII. INTEGRATED IX>CUMENT This Agreement contains the entire Agreement between CITY and CO~RATION with respect to the subject matter hereof. No written or oral Agreements with any officer, agent or errployee of CITY prior to execution of this Agreement shall affect or modify any of the tenns of obligations contained. in any documents comprising this Agreement. XVII. MISCELLANEOUS A. T.he captions of this Agreement are for convenience of reference only, and the words contained. therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. B. All exhibits attached. hereto and referred. to in this Agreement are incorporated. herein by this reference as if set forth fully herein. I I I I I I I I I I I I I I -12- IN WI'INESS WHEREOF, the parties have executed this Agreement in duplicate the day and year above written. CITY OF CUPERrINO rs/ City Manager J--:i-/ I I ¥7~ 1Date1 APPROVED AS 'IO FORM: ~/_~ . City Attorney /~;7 ' Date C'Om:DRATION By Executive Director II ( t /g rf ATI1EST: -13- F.xhibit A CDBG FOURTEENTH PROGRAM YEAR (88/89) PROGRAM DESCRIPTION DATE November 1, 1988 PROJECT # CU 88-32 ~~~~~~~~~~~ APPLICANT AGENCY: PROJECT DESCRIPTION: Midpeninsula Citizens for Name Fair Housing Fair Housing Services Address 457 Kingsley Avenue ·-------- Palo Alto, CA 94301 Telephone (415)327-1718 (408)730-8491 ·------- PROGRAM DESCRIPTION The purpose of the fair housing services funded by this contract is to prevent acts of illegal housing discrimination from occurring and, when they do occur, to provide assistance to the victims of discrimination in seeking redress. The components of the program will include: l)outreach and education to inform owners and landlords, as well as homeseekers, of their rights and responsibilities under the law~ 2)information and referral services to people who call with questions related to housing concerns, and legal referral services to those who may have been victims of discrimination. PROJECT WORK PLAN 14TH Program Year 1988/89 PROJECT NAME Midpeninsula Citizens for Fair Housing PROJECT NUMBER CU 88-32 Responsible Staff Person(s) and Approximate Percentage of Time Allocated to Activity Fair Housing Program Director 7% Fair Housing Specialist no Activity for Period Activities are the same each quarter {Quarterly, 3 Month Period) Client Services-Cupertino Provide information, investigation, counseling, legal referral, and follow-up services, as appropriate, to all who make complaints of discrimination Provide information and counseling in relation to all calls regarding other housing related issues; make referrals where appropriate. Recruit and maintain communication with panel of Cooperating Attorneys. .Recruit, train, and maintain pool of checkers. Client Services Support Activity Conduct AttornPys' Workshop Exhibit B Products or Milestones for Quarter Services are initiated within 48 hours of contact. Under usual circumstances it is within 24 hours. Estimate: 12 complaints received, 4 cases investigated. Immedi~te response to all I & R calls. Estimate: 40 I & R calls received. Maintain panel of at least 15 attorneys. Maintain pool of at. least 100 checkers. One wnrkshnp conducted in third quarter PROJECT WORK PLAN 14TH Program Year 1988/89 Exhibit B PROJECT NAME Midpeninsula Citizens for Fair Housing PROJECT NUMBER CU 88-32 Responsible Staff Person(s) and Approximate Percentage of Time Allocated to Activity Executive Assistant l '7;, Executive Director 6/'o Support Services: Off ice Manager 6/'o Activity for Period Activities the same for each quarter (Quarterly, 3 Month Period) Outreach Activities Distribute brochures, fliers, etc. Advertise in newspapers Consult with human service agencies Distribute public service announcements to radio and TV stations Coordinating Activities Attend Consortium meetings Provide reports and analysis of data to City of Cupertino and consult about housing issues and progress of project. Products or Milestones for Quarter 250 distributed each quarter At least 15 times per month Two agencies consulted each quarter Two PSAs distributed each quarter Usually one meeting .per month Report/consultation in 2nd and 4th quarters Statistic;:il report of service using common! One report report form sent to Cupertino, as well as County. PROPOSED IMPLEMENTATION TIME SCHEDULE 14th Program Year 1988/89 AGENCY NAME Mid~~ninsula Citizens for Fair Housing PROJECT NAME/NUMBER Fair Housing Services No. CU 88-32 Title of Activities JUL AUG SEP OCT NOV DEC JAN Complaint Investigation x---~-------------~------ ,_ _______ ------------ I & R Services x---..,_ ______ -------""-------~------------------ Maintain Pool of Attorneys x---1---------------;:...., ______ t<-------------------- Attorneys Workshop Maintain Trained Checker Pool x---1---------------1---....... ----f-------------------- Outreach Activities x---f------.. --------------.,_ _______ ------r------ Reports to Cupertino x x I ' I Exhibit C FEB MAR APR MAY JUN -------------------------------x ---------------------;... ______ ---x --------------!"-------'-------e---x I x --------------- - - - - --i---- - - ->---x ---------------------..._ __ ..;.... ___ ...., __ x x x ! I PROJECT BUDGET Exhibit D 14th Program Year 198Si89 AGENCY: MIDPENINSULA CITIZENS FOR FAIR HG'!JS!NG DATE: November 1, 1988 PROJECT: Fair Housing Services PROJECT NO.: cu 88-32 -~--------------------~-~-------~---~-~--------------~-------------------------------------------------------------- 1988189 Line Item Budget Jul Aug Sep Oct Nov Dec Jan Feh Mar Aor May Jun i -~~--~----~-~-~~-~--------~-----------------~-----------------~---------------------------------~-----~---~------SALARIES Perscmnel : $5.,511.23 : 542.6i 542.61 542.61 542.60 542.50 542.60 542.&0 542.60 542.60 542.60 542.60 542.60 Benefits : 1!097. 78 : '91. 48 91.48 91.48 91.4'3 9i.49 91.48 91.48 91.48 91.48 91.48 91.48 91.48 : OFFICE EXPENSE Rent and Office fliairit. : 348. 70 . 29.05 E~3.05 29.05 29.06 29.05 29.05 29.06 29.0& 29. O& 29.05 29.0S 29.05 . Telephone : 393.0S : 32. 75 32. 75 32. 75 32c 75 32.75 32, 75 ~:; 7r ,::h .... b 32. 7& 32. 76 32. 75 32. 75 32. 76 Postage : 126.80 : 10.57 10.55 i0.56 rn.55 10.56 10.57 10.57 10.57 10.57 10.57 10.57 10.57 Pririting . 1'30.20 ~ 15.85 15.85 15.85 15.85 15. 85 l5.!:l5 15. 85 i5.85 15.85 15 .. 85 15.135 15. 65 . Supplies . 114.12 : 9.51 9.51 9.51 9. 51 9. 51 9.51 9.5i 9.51 r'I ==1 9.51 9. 51 9.51 . -:i. ,; • Travel : 49.51 : 4.13 4.13 4.13 4.13 4.13 4.12 4.12 4.12 4.12 4.12 4.13 4.13 utilities : 0. (JO : o. (,'() O.Cr0 0. 00 (l.00 0.00 0.00 0.00 0.00 0.00 o. (~j (l.00 0. (~j Equipment : 25.36 : 2.12 2.12 2.12 2.12 2.11 2.11 2.11 2.11 2. 11 2. 11 2.11 2. l i Dues/Subscriptions : 57. (lb . 4.75 4.75 4.75 4.75 4. 75 . 4. 76 4. 76 4.76 , -;r '!. ,n 4. 76 4. 75 ;, ..,i::; •=I~- OTHER EXPENSES i+:cr·~.mting Services : 149.20 : 12.44 12.44 12.44 12.44 12.43 12.43 12.43 12 .. 43 12.43 12.43 12.43 12.43 Insurance : 89.52 : 7.46 7.46 7.46 7.46 7.46 7.46 7.45 7.45 7.46 7~46 7.-46 7. 45 Checker ExperiSe : 200. 00 : 16.6& 16. 65 i5.5G 16.55 if.57 15.57 15.57 16.57 16.67 16.57 15.&7 15.57 Fair Housing Advtsg. ; 373.00 : 31.09 31.09 31.09 31.09 31. OB 31. (18 31.0S 31.0B 31.0B 31.0B 31.0B 31.08 Conferences/Meetings : 95.10 : 7.92 7.92 7.93 7.92 7.92 7.93 .., q; I• w&J 7.93 7.93 7.92 7. '32 7.'33 Staff Training : 15.85 : 1.33 1. 32 1. 32 1.32 1. 32 1. 32 1. 32 1. 32 l ;'j .... .n. ... i. 32 1.52 1.32 Outside Consultants . 12.58 : 1. 05 i. 05 1.05 1. 05 1.05 i. Of, 1. Of, 1. 05 1.06 1. 06 1. (lf; 1. Of; . Other Costs . 150.81 : 12.56 12.57 12.57 12.57 12. 57 12.57 12.56 12. 56 12.57 12.57 12.57 12.57 . : -----------~------------------------------------------- ------- -------------- -------------. : . TOTAL . $10,000.00 . 333.33 833.33 833.34 833.33 833.33 833. 34 833. 33 833.33 833.34 833.33 833.33 833.34 . . EXHIBIT E Insurance Arrl Indemnity geguirements Indemnity: corporation agrees to llrlenutlfy arrl save hannless the City of cupertino, its officers, employees arrl elected officials, boards arrl cammissions from all suits, actions, claims, causes of action, costs, deman:ls, judgn'Bnts ani liens arisirq out of the corporation's perfonnance un::ler this Agreement, includ:ln;J the corporation's failure to comply with or can:y out any of the provisions of this Agreement. Insurance: corporation shall take out prior to cammenc.ement of the perfonnance of the tenns of this Agreement, pay for, arrl maintain until completion of this Agreement, the followirq types of Policies. '!hese Policies must oover at least the following, which are :mininn.nn ooverages arrl limits. I. comprehensive General Liability Insurance includ.in;r the following: A. Premises Operations (includirq completed operations, if the exposure exists) • B. Broad Form ffianket Contractual. c. Personal Inju:cy ooverages A, B arrl c, delete exclusion "C". 1. All ooverages must have a minimum of $500, 000 Combined Single Limit. II. comprehensive Auto Policy to cover: A. Non-owned. B. Hired Auto. 1. 'Ihese coverages must have a min:i.nru:m of $500,000 Combined S:i.rqle Limit for bcx::lily inju:cy arrl property damage. III. Errors or Omissions coverage for attorneys arrl paralegals with a :minimum limit of $500,000 per occurrence Combined Sin]le Limit with no m:>re that $1,000 de:luct:ible per occurrence (where scope of services provides for attorneys arrl paralegals. ) 'IV. Medical Malpractice Insurance: Minimum limits of $500,000 per occurrence with no greater deductible than $1, ooo per oocurrence. '!his is to cover all medical staff associated with the corporation, such as, but not limited to, doctors, nurses, an:l paramedicals (where scope of services provides for medical staff.) V. Workers ~ coverage with the statutoey limit of liability an:l $1,000,000 employer's liability. Endorsements: On all required. insurance the follo;jing errlorse.ments must be a part of each Policy. A. '!he City of CUpertino, its officers an:l e:nployees, an:l agents are to be additional insureds. B. 'Ihirty (30) days notice of cancellation or reduction in coverage of any nature must be given to the City of Olpertino. c. '!he insurance policies llUlSt be errlorsed to sha.tT that they are primary, an:l aey other valid an:l collectible insurance the City of CUpertino :may have will be excess only. D. All insurance policies must be satisfactoey to the City of CUpertino. EXHIBIT F ASSURANCES Corporation hereby assures and certifies that it will comply with all regulations, policies, guidelines and requirements applicable to the acceptance and use of Federal funds for this federally-assisted program. Also, Corporation gives assurances and certifies with respect to the Program that: (a) The Program will be conducted and administered in compliance with: (l} Title VI of the Civil Rights Act of 1964 (Pub. L. 88-325, 42 use 2000d et seq.) and implementing regulations issued at 24 CFR Part I: (2) Title VIII of the Civil Rights Act of 1968 (Pub.L. 90-284, 42 use 3061 et seq.}, as amended, and implementing regulations: (3) Section 109 of the Housing and Community Development Act of 1974, as amended: and the regulations issued pursuant to thereto (24 CFR Section 570.601}: (4} Section3 of the Housing and Urban Development Act of 1968, as amended and implementing regulations at 24 CFR Part 135: (5} Executive Order 11246, as amended. by Executive Orders 11375 and 12086 and implementing regulations issued at 41 CFR Chapter 60: (6} Executive Order 11063, as amended by Executive Order 12259 and implementing regulations at 24 CFR Part 107: (7} Section 504 of the Rehabilitation Act of 1973 (Pub.L. 93-112), as amended and implementing regulations when published for effect: (8) The Age Discrimination Act of 1975, as amended, (Pub.L. 94-135) and implementing regulations when published for effect: (9) The relocation requirements of Title II and the acquisition requirements of Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the implementing regulations at 24 CFR Part 42:· (10) The labor standards requirements as set forth in 24 CFR 5570.605 and HUD regulations issued to implement such requirements: (11) Executive Order 11988 relating to the evaluation of flood hazards and Executive Order 11288 relating to the prevention, c9ntrol, and abatement of water pollution; (12) The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973, (Pub.L. 93-234). (13) The regulations, policies, guidelines and requirements of OMB Circular Nos. A-102, Revised, A-87, A-110 and A-122 as they relate to the acceptance and use of Federal funds under this federally-assisted Program. (b) No member,· officer, or employee of the Corporation, or its designees or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Program during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Program and all such contracts or subcontracts shall contain a provision prohibiting such interest; (c) It will comply with the provisions of the Hatch Act which limit the political activity of employees; (d) It will give HUD and the Comptroller General or any authorized representatives access to and the right to examine all records, books, papers, or documents related to the grant; (e) It will comply with the lead-based paint requirements of 24 CFR Part 35 Subpart B issued pursuant to the Lead-Based Paint Poisoning Prevention Act (42 u.s.c. 4801 et seq.).