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97-084 Senior Adults Legal Assistance, CDBG funding agreement AGREEMENT This Agreement is made and entered into this 1st day of October, 1997, by and between the CITY of Cupertino, a municipal corporation ("CITY") and Senior Adults Legal Assistance, a nonprofit corporation ("CORPORATION"). WITNESSETH WHEREAS, CITY has received Community Development Block Grant (hereinafter "CDBG") funds through a Joint Powers Agreement with the County of Santa Clara, which is an Urban County entitled to CDBG funds from the United States Department of Housing and Urban Development (hereinafter known as HUD). WHEREAS, CITY has agreed to allocate a portion of its CDBG funds to CORPORATION as a subrecipient for public service related activities within the CITY which shall primarily benefit very low and low income households. NOW, THEREFORE,the parties agree as follows: I. PROGRAM CITY agrees to allocate to the CORPORATION a sum not to exceed$5,000.00 in funds for the purpose of implementing the housing program("Program") as more particularly described in Exhibit"A" (Program Description), Exhibit"B" (Project Work Plan and Time Schedule),and Exhibit"C" (Project Budget). II. TERM The term of this Agreement shall begin July 1, 1997 and shall terminate June 30, 1998, 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 VII. III. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION 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 CORPORATION; c. Documentation of its Internal Revenue Service nonprofit status; d. Names and addresses of the current Board of Directors of CORPORATION; and, Mac:\Sleepy\CDBG\agreement form e. An adopted copy of CORPORATION'S personnel policies, procedures and approved affirmative action plan. 2. Report any changes in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, affirmative 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 Nonprofit CORPORATION Law. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the PROGRAM within the City of Cupertino for the purpose of benefiting very low and low 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. The reports shall be due within ten (10) working days of the end of the calendar year and shall cover the entire year immediately preceding the date on which the report is filed. Said reports shall be made on forms approved by CITY. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other sources of revenue in support of its operation or services from local, state,federal and private sources and, in the event of such an award, inform CITY within ten days. 5. Notify CITY within ten (10) days of the receipt of any local,state, federal,or private sources of revenue for use in support of this operation or service. 6. Include an acknowledgment of CITY funding and support where appropriate. Page 2 of 11 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 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 payment request containing a summary statement of proposed expenditures and revenue for the quarter immediately following the date on which the report is filed and cumulative totals from the effective date of this agreement.In addition, the amount of actual expenditures shall be reported to CITY within ten (10) working days of the end of each quarter. Said reports shall be made on forms approved by CITY. 5. Submit to the CITY'S Finance Director an annual audit performed by an independent auditor. 6. Certify insurability subject to CITY approval as outlines 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. 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, canceled 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. Page 3 of 11 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 normal business hours, and as often as may be deemed necessary, CORPORATION agrees that the CITY'S authorized representative(s) 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 performance 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,excepting those covered by the attorney-client privilege and those falling within the attorney work product privelege. CORPORATION also agrees that the CITY'S authorized representative(s) 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, material and all other data relating to the Program and matters covered by this Agreement, excepting those covered by the attorney-client privilege and those falling within the attorney work product privelege . CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit fmdings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION 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 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;" Page 4 of (l 5. Attachment H, "Monitoring and Reporting Program Performance," paragraph 2; 6. Attachment N, "Property Management Standards," except for paragraph 3 concerning the standards for real property; and 7. Attachment 0, "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 Program, not to exceed the total sum of Five Thousand Dollars and No Cents ($5,000.00) except that the CITY may, after the corrective action procedure is followed, 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 noncompliance,including,but not limited to, incomplete documentation of expenses, failure to submit adequate progress reports as required herein or other incidents of noncompliance as described in Section V, Paragraph B, of this Agreement or based on the refusal of CORPORATION to accept any additional conditions that may be imposed by HUD at any time, or based on the suspension or termination of the grant to CITY made pursuant to the Housing and Community Development Act of 1974, as amended. V. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Program performance shall be the mutual responsibility of both CITY and CORPORATION. CORPORATION shall furnish all data, statements, records, information and reports necessary for Program Manager to monitor, review and evaluate the performance 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 information that evidences a failure by CORPORATION 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 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 Program. 2. If there is pending litigation with respect to the performance 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 Program. 3. If CORPORATION shall have taken any action pertaining to the Program which requires CITY approval without having obtained such approval. Page 5 of 11 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 upon occurrence or discovery of noncompliance by CORPORATION under this Agreement, shall give CORPORATION notice of CITY'S intention to demand 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 formulating any corrective action recommendation. CITY shall have the right to require the CORPORATION President and/or Executive Director to appear • at a hearing or meeting called for the purpose of corrective action. Thereafter, CITY shall forward to CORPORATION specific corrective action recommendations and a detailed timetable for implementing these recommendations; such timetable shall allow CORPORATION not less than ten (10) nor more than thirty (30) days to comply. Following 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 may 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 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. 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: The Housing and Services Planner, or his/her designee,shall be the Program Manager for the CITY and shall monitor progress and performance of this Agreement for CITY. The 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 • Page 6 of 11 Program Director, CORPORATION shall immediately notify CITY of such occurrence. Program Director and CORPORATION staff will cooperate fully with CITY in fulfillment of this Agreement. C. Correspondence: All correspondence and notices required by this Agreement shall be sent to the parties at the following address: CITY: Planner II/Housing Services, Community Development Department, City of Cupertino,10300 Torre Avenue, Cupertino, CA 95014 CORPORATION: Executive Director, 160 East Virginia Street, Suite 260, San Jose, CA 95112 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 givingfive (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 terminate for cause set forth in Section V, either CITY or CORPORATION 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, performance of the services hereunder will be immediately discontinued. B. Upon termination, either under this Section VII or Section V, CORPORATION shall: 1. be paid for all documented services actually rendered to CITY to the date of such termination; provided, however, CITY shall be obligated to compensate CORPORATION only for that portion of CORPORATION'S services which are allowable costs and expenses as determined by an audit or other monitoring device; 2. turn over to CITY immediately 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. All documents from applicants or regarding applicants shall be treated confidentially. 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 immediately provide CITY Page 7 of I I access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CITY funds granted to CORPORATION pursuant to this Agreement. VIII.PURCHASING REAL OR PERSONAL PROPERTY 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 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 permanently affixed to building owned by CORPORATION shall become the property of CORPORATION. 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 termination 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 CORPORATION finalizes such purchase. Approval of any such contract or an option to purchase shall be processed through the Program Manager. 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 Program income for such activities. X. INDEPENDENT CONTRACTOR This is an Agreement by and between independent contractors and is not intended and shall Page 8 of 11 • 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. 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 performed 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 thirty (30) 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 CORPORATION shall be responsible for their performance and any liabilities attaching to their actions or omissions. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the Program pursuant to this Agreement or their immediate 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. HOLD HARMLESS CORPORATION shall indemnify and hold CITY, its officers, employees and elected officials, boards and commissions, harmless 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;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. Page 9 of 11 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 CORPORATION, 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 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. XV.NONDISCRIMINATION In connection with the performance of this Agreement, CORPORATION assures that no person shall be subject to discrimination because of sex, race, religion,ethnic background,sexual preference, age (except as provided by law), handicapped status or union activity. XVI. AMENDMENTS Amendments to the terms 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 DOCUMENT This Agreement contains the entire Agreement between CITY and CORPORATION with respect to the subject matter hereof.No written or oral Agreements with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. XVIII.MISCELLANEOUS A. The 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. Page 10 of 11 This AGREEMENT, consisting of eleven (11) pages, contains the entire agreement between CITY and CORPORATION respecting the allocation of CDBG funds for the provision of housing services. CORPORATION has executed this Agreement in triplicate on this'21- - day of_()__ the/ 19 `I'1 By: n. , Dom: EX CUTI�E DIRECTOR By: Gt, 'Pr 6 Board of Directors CITY has executed this Agreement in triplicate on this a5`Fk day of >louern , 19 9 e; By: , AU�/I arr.: BROWN City Manager Attested By: ,L1& 4rr+-, CITY CLERJK / / i Approved as to fo 7 / a Le Y ATTO' EY Page 11 of 11 pp^ IECT PROPOSAL COVER PAGE • General Information Program Year Name Cl ApplicanttSALA) 1997-98 Senior1f1e Adults Legal Assistance ( Pra)eci Numoer(For Unice Use Only) Coma � Georgia Bacil Directing Attorney IZpcoce Acaress CayI 111 SaeCs 160 E. Virginia St. , #260 San Jose aS119 Teieprwne Numcer rax r 4Number 7o5-74r11 1408 1 295-5991 • Name or prolea/PProgram Legal Assistance to Cupertino Elders l:x"Ix)n rrinn C4 05(11 G Cupertino Senior Center; 21251 Stevens Creek Ulvd�: Ctrg' rra)ea i ype0 ❑ Single Family 0 Homeownership 0 New Construction Mixed Use ❑ Multifamily 0 Rental 0 Rehab © Public Service • Project Description Please describe the project with as many details as possible. Include general information, such as the number of units, number of Cupertino residents that will be served, services that will be provided. etc. SALA is a non profit law office that provides free civil legal services to Santa Clara County residents, age 60 or older, with an emphasis upon those who are low income or in social need. SALA's staff of 5 attorneys have expertise in problems common to our target population. SALA's attorney staff is augmented by approximately 10 volunteer intake workers who assist with client interviews at senior centers and by approximately 30 pro bono attorneys who provide simple wills through SALA's No Fee Wills Panel. Legal services (in the form of ad- vice/referrals, consultations, representation, and community education) are provided in the following areas: Public Benefits (Social Security, SSI, Medicare, Medi-Cal); Elder Abuse; Nursing Homes; Advance Directives; Consumer; Housing; and Simple Wills (through the Wills Panel). SALA has served Cupertino seniors since 1979. CDBG funds are requested to expand SALA's program of legal services at the Cupertino Senior Center by adding 1 half-hour appointment to our current monthly intake session (4 half-hour appointments) and by adding a second monthly intake session (totaling 5 half-hour appointments). Home visits will continue to be made to Cupertino elders who are homebound or institutionalized. Clients with urgent legal problems will also be served on an "emergency" basis by telephone. Cupertino elders who appear at other intake sites will also be served. For the past year, the waiting time for a SALA appointment at the Senior Center has been 2 months or longer. As a result, 53% of the Cupertino clients served by SALA in 1995-96 were seen at the Cupertino Center, 5% were served by telephone, and the remainder had to travel to a SALA intake site in another city. The proposed expansion of SALA's services will enable more Cupertino elders to be served locally instead of being forced to seek services at other SALA sites or forgoing services altogether because of transportation barriers to these sites. The long waiting time for a SALA appointment at the Cupertino Senior Center will also be reduced. As detailed in the Project Work Plan, SALA proposes to provide direct legal assistance to 40 Cupertino clients in 1997-98. This goal for 40 clients includes all elders served through SALA's Cupertino project and not just those assisted through the service expansion at the Senior Center. SALA also proposes to conduct 1 community education presentation at the Cupertino Center. There is no other funding to support the proposed service expansion. If no CDBG funding is received, services to Cupertino elders will not be expanded. If less CDBG funding than the $5,000 requested is received, it may not be economically feasible for SALA to provide expanded services at the Senior Center at the frequency proposed. • 9 EXITTBTT B Project Work Plan Fiscal Year 1997-98 Applicant: Senior Adults Legal Assistance (SALA) • Project Name: Legal Assistance to Cupertino Elders .. + • ', . , ' Responsible staff persons anti 'A of lime ; •Activity,Fm eachfiluarte ; �I! If ,,''Milestones for the quartet lJ ! L Y M allocated to the activity • i{�,v ' 1 �+ }�Ir , ' . .. .I'. Vii , 1...ir.V ''�.i� ;1 � < r•• • Legal Services: (I) Serve 10 elders per quarter. (I) .13 FTE Legal Worker (1) Provide direct legal (Directing Attorney, assistance to 40 • Supervising Attorney, Cupertino clients through Staff Attorney, Staff 24 intake days Paralegal, or Volunteer) (consisting of,/half-hour appointments) at the Cupertino Senior Center, • other intake sites, or by home visits or telephone intake. (2) Community Education: (2) Complete one .002 FTG Legal Worker (2) Provide one community presentation by 6/30/98. (Directing Attorney, • education presentation at Supervising Attorney, the Cupertino Senior Center. Staff Attorney, Staff Paralegal, or Volunteer) * The proposed annual goal for 40 Cupertino clients served includes all elders served through SALA's Cupertino project and not just those assisted through the service expansion at the Senior Center. 10 . . • • EXTIIT3IT C — PROPOSED ACTIVITY TIME SCHEDULE Agency Name: Senior Adults 'Legal Assistance (SALA) Project Name: Legal Assistance to Cupertino ELders Executive Director: -.Georgia Bacil Project Manager: Georgia Bacil Dale Prepared: February 13, 1997'• NOM MI4t11,WIAN8 NAM Direct legal services to CupertinoXXXX . XXXXXXXX elders • • Twice monfily sessions at the X X X X XXXXXXXX , Cupertino Senior Center Annual community education X • presentation at the Cupertino Senior Center • • Can this workload be incorporated into the on-going workload of the applicant and successfully be implemented according to this schedule? YES. Schedule approved by: Georgia Radii. Title: Directing Attorney Date: February 13, 1997 Project Budget EXHIBIT D Fiscal Year 1997-98 Applicant: Senior Adults Legal Assistance Project Name: Legal Assistance to Cupertino Elders LINE ITEIVT ` FISCAL YEAR.,, 1997 98 SALARIES Personnel $ 4,190.00 Benefits 643.00 OFFICE EXPENSES Rent Telephone Postage Printing Supplies Travel Utilities Equip Rental/Maintenance Dues and Subscriptions Other Publications/Law Library OTHER EXPENSES Accounting Services Contract Services Insurance 167.00 Conferences & Training Miscellaneous . Other - Depreciation Assist to Individuals TOTAL $ 5,000.00 EXfIIBIT"E" BASIC INSURANCE REQUIREMENTS FOR NON-CONSTRUCTION/NON-PROFESSIONAL SERVICES CONTRACTS Definition of Contractor: The Contractor as the word is used herein is the party contracting with the County of Santa Clara for the direct distribution of CDBG funds. If the contractor (the City) will not use the funds directly„ but will distribute them to a subrecipient (i.e., non-profit organization) to undertake a Program (as defined in this city/county contract) then the requirements set forth herein shall be complied with by the subrecipient/nonprofit for the protection of both the City and the County. Insurance coverage must be provided to protect the county by both the non-profit and the City. Indemnity: The Contractor shall indemnity, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with performance of this Agreement by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Contractor shall reimburse the County for all costs, attorney's' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnity, defend and hold harmless the County under this Agreement. Insurance: Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Contractor shall provide on the County's own form or a form approved by the County's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by the Agreement. The contract number and the project name must be stated on the Certificate of The County's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the County's Special Endorsement form if they provide the coverage as required. In addition, a certified copy y of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the County's Certificate of Insurance form. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation or Change of Coverage Insurance afforded by this policy shall not be canceled or changed so as to no longer meet the herein specified CITY insurance requirements without 30 days' prior written notice of such cancellation or change being-delivered to the CITY at Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014.. C. Qualifying Insurers 1. All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence- $ 1,000,000 b. General limit aggregate- $2,000,000 c. Products/Completed Operations- $ 1,000,000 aggregate d. Personal Injury limit $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, a minimum of 50% of each of the aggregate limits must remain available at all tunes. If over 50% of any aggregate limit has been paid or reserved, the County may require additional coverage to be purchased by the Contractor to restore the required limits. The Contractor shall also notify the County Project Manager promptly of all losses or claims over $25,000 resulting from - work performed under this contract, or any products/completed operations loss or claim against the contractor resulting from any of the contractor's work. 3. For either type insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/aggregate to be maintained for two (2) years following acceptance of the work by the County. c. Contractual Liability expressly including liability assumed under this Agreement d. Personal Injury liability. e. Independent Contractors' (Protective) liability f Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the Iiinits of liability. 4. For either type insurance, coverage shall include the following endorsements, copies of which shall be provided to the County: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the CITY, and members of the City Council, and the officers, agents and employees of the CITY, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. c. Notice of Cancellation or Change of Coverage Endorsement: Insurance afforded by this policy shall not be canceled or changed so as to no longer meet the specified county insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the CITY at Community Development Department, 10300 Tone Avenue, Cupertino, CA 95014. d. Contractual Liability Endorsement: Insurance afforded by this policy shall apply to liability assumed by the insured under written contract with the CITY. e. Personal Injury Endorsement: It is agreed that this policy provides Personal Injury coverage. f. Severability of Interest Endorsement: It is agreed that this policy provides coverage separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5 . Claims Made Coverage - If coverage is written on a claims made basis, the Certificate of insurance shall clearly state so. In addition to coverage requirements above, such policy shall provide that a. Policy retroactive date coincides with or precedes the Contractor's start of work (including subsequent policies purchased as renewals or replacements). b. Contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. c. if insurance is terminated for any reason, Contractor agrees to purchase an extended reporting provision of at least two years to report claims arising from work. performed in connection with this Agreement or Permit. d. Policy allows for reporting of circumstances or incidents that might give rise to future claims. 6. Comprehensive Automobile/Aircraft/Watercraft Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles/aircraft/watercraft. Part or all of this requirement may be waived by the County if it determines there is no significant risk exposure. All requests for such waivers must be submitted to the county in writing. 7. Worker's Compensation and Employer's Liability Insurance for: a. statutory California Workers' Compensation cover age including a broad form all-states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Agreement. c. Inclusion of the CITY and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 8. Professional Errors and Omissions Liability Insurance a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand ($10,000) dollars per occurrence/event. c. This coverage shall be maintained for a minimum of two (2) years following termination or completion of this Contract. Any exceptions to the above requirements must be first be approved by the CITY. 9. Bond Requirements: a. Fidelity Bond - Before receiving compensation under this Agreement, Contractor will furnish CITY with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation, of the County cited herein. If such bond is canceled or reduced, Contractor will notify CITY immediately, and CITY may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of the CITY. If this is a construction project, the following bond requirements apply only if: 1. The construction is being performed by the CITY'S workforce; and 2. The funds are expended for construction work; and 3. The construction work is being paid for with CDBG funds over $100,000. b. Contract Bonds - Prior to execution of the Contract, Contractor shall file with the County on the approved forms, the two surety bonds in the amounts and for the purposes noted below, duly executed by a reputable surety company satisfactory to County, and Contractor shall pay all premiums and costs thereof and incidental thereto. Each bond shall be signed by both Contractor and the sureties. 1) The "Payment bond for public works" shall be in an amount of one hundred percent (100%) of the Contract price, as determined from the prices in the bid form, and shall insure to the benefit of persons performing labor or furnishing materials in connection with the work of the proposed Contract. This bond shall be maintained in frill force and effect until all work under the Contract is completed and accepted by the County, and until all claims for materials and labor have been paid. 2) The "Performance bond" shall be in an amount of one hundred percent (100%) of the Contract price as determined from the prices in the bid form. and shall insure the faithful performance by Contractor of all work under the Contract. It shall also insure the replacing of, or making acceptable, any defective materials or faulty workmanship. Should any surety or sureties be deemed unsatisfactory at any time by the County notice will be given Contractor to that effect, and Contractor shall forthwith 'Substitute a new surety or, sureties satisfactory to the County. No further payment shall be deemed due or will be made under the • Contract until the new sureties qualify and are accepted by the County. All alterations, time extensions, extra and additional work, and other changes authorized by the Specifications, or any part of the-Contract, may be made without securing consent of the surety or sureties on the contract bonds. 10. Special Provisions The following provisions shall apply to this Agreement: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. • b. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved in writing by the County. • c. Should any of the work under this Agreement be sublet, the Contractor shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure subcontractors under its own policies. . d. The County reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. EXHIBIT "F" • ASSURANCES. CONTRACTOR 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. Specifically CONTRACTOR gives assurances and certifies with respect to the PROGRAM that it is in compliance with the following Regulations as defined by 24 CFR Part 570, Subpart J; 24 CFR Part 570, Subpart K; and will be conducted and administered in conformity with "Public Law 88-352 and Public Law 90-284.11: 1. 570.601 Public Law 88-352 and Public Law 90-284; affirmatively furthering fair housing; Executive order 11063, as amended by Executive Order 12259 addresses discrimination. HUD regulations implementing Executive order 11063 are contained in 24 CFR, Part 107. 2. 570.602 Section 109 of the Act addresses discrimination. 3. 570.603 Labor Standards. 4. 570.604 Environmental Standards. 5. 570.605 National Flood Insurance Program. 6. 570.606 Relocation, Displacement and Acquisition. 7. 570.607 Employment and Contracting Opportunities. 8. 570.608 Lead Based Paint. 9. 570.609 Use of Debarred, Suspended, or Ineligible Contractors or Subrecipients. 10. 570.610 Uniform Administrative Requirements and Cost Principles. The COUNTY, its subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines, and requirements of 24 CFR, Part 85, and OMB Circulars A-87 (Cost Principles for State and Local Governments), A-110 (Grants and Agreements with Non-Profit Organizations), A-122 (Cost Principles for Non-Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR Part 24) and A-133 (Audits of Institutions of Higher Education and Other Non-Profit Institutions), as applicable, as they relate to the acceptance and use of Federal funds under this part. The applicable sections of 24 CFR Part 85 and OMB Circular A-100 are set forth at 570.502. 11. 570.611 Conflict of Interest 12. 570.612 Executive Order 12372 allows States to establish its own process for review and comment on proposed Federal financial assistance programs, specifically the use of CDBG funds for the construction or planning of water or sewer facilities.