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18-074 Senior Adults Legal Assistance (SALA), General Fund Human Service Grants Program CityNon-Profit Contract FIRST AMENDMENT TO GENERAL FUND HUMAN SERVICE GRANTS PROGRAM CITY/NON-PROFIT CONTRACT (Services Only) This First Amendment to Contract is entered into between SENIOR ADULTS LEGAL ASSISTANCE (SALA) ("CORPORATION") and the CITY OF CUPERTINO ("CITY") as of July 1, 2019 (the "Effective Date") to amend the General Fund Human Services Grants Program City/Non-Profit Contract(the "Contract") dated July 1,2018. WITNESSETH WHEREAS, CITY has reserved a portion of its Human Services Grants ("HSG") funds to be used on activities that benefit Cupertino's residents; and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY'S HSG budget for the Program (as described below)to be operated within CITY for the benefit of low and very low-income households; THEREFORE, the parties agree as follows: I. Section 1, entitled "Program", is deleted in its entirety and replaced with the following: For the period of July 1, 2018 to June 30, 2019, CITY agreed to allocate a portion of its HSG funds to CORPORATION in the sum of Ten Thousand Six Hundred Dollars and No Cents $1( 0,600) for the purpose of implementing the CORPORATION'S program, as more particularly described in Exhibits A-D to the Contract (hereinafter "Program"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated herein by reference. Exhibit A: Program Description Exhibit B: Program Work Plan Exhibit C: Program Budget Exhibit D: Basic Insurance and Bond Requirements For Non-Profit Contracts For the period of July 1, 2019 to June 30, 2020 CITY agrees to allocate a portion of its current HSG funds to CORPORATION in the sum of Ten Thousand Six Hundred Dollars and No. Cents ($10,600) for the purpose of implementing the CORPORATION'S Program. The total allocation for July 1, 2018 through June 30, 2020 shall not exceed Twenty One Thousand Two Hundred Dollars and No Cents ($21,200). 2. Section 11, "Term," is deleted in its entirety and replaced with the following: A. The purpose of this Contract is for the CITY to disburse the Grant for eligible activities. I B. The term of this Contract (the "Term") will begin on July 1,2018 and will end on June 30,2020, unless otherwise amended or terminated earlier pursuant to Section VI or Section VIII of this Contract. 4. All terms, covenants and conditions stated in the CONTRACT, which are not herein amended, remain in full force and effect. [Signatures on following page.] 2 IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective Date. CORPORATION: CITY: [NAME],a California nonprofit public CITY OF CUPERTINO,a municipal benefit corporation corporation Ge tia BaNI Date (T-imili'Bor8efi Date Ex utive Director Interim City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: Heather Minner Date race Schmidt Date City Attorney City Clerk EXPENDITURE DISTRIBUTION PO# 265-72-711-600-623 Original Contract: $10,600 Amendment#1: $10,600 Total: $21,200 Page 3 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment I EXHIBIT A PROGRAM DESCRIPTION FY 2019/2020 Agency Name: DUNS: Senior Adults Legal Assistance SALA Not Applicable(Only for CDBG) Executive Director: Project Manager: Project # (For Office Use Georgia Bacil Georgia Bacil Only): 100-72-712 600-623 Street Address: City: State: I Zip Code: 1425 Koll Circle, Suite 109 San Jose CA 195112 Telephone number: Fax Number: Manager E-mail 408-295-5991 gbacilAsala.org Name of Project/Program: Legal Assistance to Cupertino Elders Project/Program Location: 1425 Koll Circle, Suite 109 San Jose, CA 95112 Program Description: The annual goal of 40 elders to be served by the project includes Cupertino clients age 60 or older served at the Cupertino Senior Center as well as homebound Cupertino clients served through home visits and those seniors served by phone intake for urgent matters or because they are disabled or homebound. The goal also includes unduplicated Cupertino elders seen at SALA intake sites in other cities. All of these clients will be Cupertino residents age 60 or older, with an emphasis upon clients (1) who have lower incomes (at/below 80% of the median defined by HUD) or (2) who are at risk of abuse, exploitation, isolation, or premature institutionalization (defined as age 75 or older, disabled, or living alone according to Older Americas Act criteria). We note that the Older Americans Act, our major funder, prohibits the use of any other eligibility criteria for our services, including a means (income) test to restrict services. SALA's statistics for Cupertino clients in 2016-17 indicate the following about the low income and at risk status of our target population: 67%were very low income (at/below 50% of median) and 60% were age 75 or older. Also, 67% were female and 51% identified themselves as minority elders. Due to their low income status, our target clientele are also underserved, because they cannot afford to pay a private Elder Law attorney $400 to $500 an hour for legal services similar to those offered by the SALA project attorneys at no cost. The percent of Cupertino clients age 75 or older (60%) is also significant, as the Area Agency on Aging 2016-2020 Area Plan notes the poverty rate of seniors age 75 or older is higher than that for seniors age 65 to 74 and that seniors age 75 or older are at a higher risk of living alone and experiencing social isolation. This group of seniors (the "oldest old") is also the most vulnerable and more likely to suffer abuse, mistreatment or exploitation. Project statistics for female clients (67%) and clients that identified as a minority elder (51%) are also significant as the Area Plan also notes that impoverished seniors are disproportionately female or racial/ethnic minority elders, making them more likely to experience economic barriers to accessing services. If SALA's Cupertino project is funded for 2018-19 we expect similar demographics for the Cupertino elders we will target and serve. Finally we note that the statistics in Section 5 below for the Project Client Breakdown in the category of Seniors includes persons age 60 or older because the age threshold for SALA's senior clientele is age 60 or older and not age 63 or older. Page 4 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment EXHIBIT B PROGRAM WORK PLAN FY 2019/2020 AGENCY NAME: Senior Adults Legal Assistance (SALA) PROGRAM NAME: Legal Assistance to Elders Objectives Benchmarks for Each Quarter 1st I 2nd I 3rd I 4th I TOTAL Legal Services -Number of Cupertino clients served 101 101 101 101 40 Page 5 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment EXHIBIT C PROGRAM BUDGET FY 2019/2020 AGENCY NAME: Senior Adults Legal Assistance (SALA) PROGRAM NAME: Legal Assistance to Elders Proposed Program Expenses FY 2019-20 Salaries/Benefits/Payroll/Taxes $10,600 Office Supplies Communication Publications/Printin /Advertisin Travel Rent/Lease/Mortgage Utilities Insurance Equipment Rental/Maintenance Audit/Legal/Professional Services for CDBG portion only) Direct Services (Funding forspecific service such as a meal, ride Contracted Services Other Total Expenses $10,600.00 EXHIBIT D Page 6 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit D is the party contracting with the City of Cupertino for the direct distribution of BMR AHF funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and program name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers Page 7 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 C. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit- $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. C. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: Page 8 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: Tile provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. Page 9 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. C. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000)per occurrence/event. C. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. Page 10 of 11 FY 2019-2020 General Fund Human Services Grants Program City/Non-Profit Contract Amendment DATE(MMtDDffY") AC OORGO CERTIFICATE OF LIABILITY INSURANCE 102912018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW; THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the polley(les) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements). CONTA 7 PRODUCER AM_E PHONE 647 �--0�00 �( G847 $al-il44LL COMPLETE EQUITY MARKETS INCosJ—L—:•.) 1190 Flex Court pREss: _ itbaCornlalbtrrF;'(4ultyiMdrkets �I SURER(S)AFPOI?OINOCOVERAGE._ NAICN Lake Zurich,IL 60047 rns*ecarr�At, , s,:to o INSURER A: UndearWriters at,,, ,Lloyd's, Landon _ INSURED INSURER B: Senior Adults Legal Assistance(SALA) iNSURERC: 1425 Koll Circle#109 INSURE D. _ _ __. San Jose,CA 95112 INSURERS: - INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING 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. ADDL&a PODGY EPF POLICY EXP LIMITS ILTR SR TYPE OF INSURANCE POLICY NUMBER MIDO Mw D COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ a CLAIMS-MADE E OCCUR tvJi° {Ea ocwum nca $ MED EXP An one emorl $ .._..__.._._..........___._..__._ PERSONAL 8 ACV INJURY $J GEN'L AGGREGATE LIMIT APPLIES PER: _GENERAL AGGREGATE $ POLICY dE� LOC PRODUCTS-COMPIOP AGG S OTHERR, CfYMB NED SINGLE UMiT $ AUTOMOBILE LIABILITY (Ea dent ANY AUTO BODILY INJURY(Per person) OWNED SCHEDULED BODILY INJURY(Per accident) $ -� AUTOS ONLY AUTOS pROPCR p OE S HIRED NON-OWNED n AUTOS ONLY AUTOS ONLY UMBRELLA LIAR �OCCUR EACH OCCURRENCE $ EXCESS LtAB AGGREGATE $ _ $ OED RETENTION$ PER OT WORKERS COMPENSATION TA,I, AND EMPLOYERS'LIABILITY E.L.EACH AGOIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE Yl N 1 A OFFICF.RIMEMBER EXCLUDED? L_ f EL,DISEASE-EA EMPLOYE $ (Mandatory In NH) It yyas,describo under E.L.DISEASE•POLICY LIMIT 'S OC ORIPTION OF 0PERA_NONS below A Professional Liability 929526 111112018 11/1/2019 Each Claim $1,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached It more space Is required) Please see pages two,three and four for additional information. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino,CA 95050 �-,,! aW�a I O 1988-2015 ACORD CORPORATION, All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2 Certificate of Insurance SENIOR ADULTS LEGAL ASSISTANCE (SALA) Policy Number:929526 Subject to all policy terms,conditions, exclusions and endorsements of the policy. City of Cupertino is listed as an additional insured but only per the terms&conditions of the endorsement generated and subject to aR policy terns, conditions,exclusions, and endorsements. 30 Day Notice of Cancellation applies. SURPLUS LINES NOTICE TO POLICYHOLDER-PLEASE SEE ATTACHED By Lawrence T.P.Molloy binders'138 3 NOTICE: 1. THE INSURANCE POLICY THAT YOU HAVE PURCHASED IS BEING ISSUED BY AN INSURER THAT IS NOT LICENSED BY THE STATE OF CALIFORNIA. THESE COMPANIES ARE CALLED "NONADMITTED" OR "SURPLUS LINE" INSURERS. 2. THE INSURER IS NOT SUBJECT TO THE FINANCIAL SOLVENCY REGULATION AND ENFORCEMENT THAT APPLY TO CALIFORNIA LICENSED INSURERS. 3. THE INSURER DOES NOT PARTICIPATE IN ANY OF THE INSURANCE GUARANTEE FUNDS CREATED BY CALIFORNIA LAW. THEREFORE, THESE FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR ASSETS IF THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MAKE PAYMENTS AS PROMISED. 4. THE INSURER SHOULD BE LICENSED EITHER AS A FOREIGN INSURER IN ANOTHER STATE IN THE UNITED STATES OR AS A NON-UNITED STATES (ALIEN) INSURER- YOU SHOULD ASK QUESTIONS OF YOUR INSURANCE AGENT, BROKER, OR "SURPLUS LINE" BROKER OR CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE AT TI­­IE FOLLOWING TOLL-FREE, TELEPHONE NUMBER: 1-800-927-.4357 OR INTERNET WEB SITE Vr\VW.INSURANCE.CA.GOV. ASK WHETHER OR NOT THE INSURER IS LICENSED AS A FOREIGN OR NON-UNITED STATES (ALIEN) INSURER AND FOR ADDITIONAL INFORMATION ABOUT THE INSURER. YOU MAY ALSO CONTACT THE NAIC'S INTERNET WEB SITE AT WWW.NAIC.ORG. 5. FOREIGN INSURERS SHOULD BE LICENSED BY A STATE IN THE UNITED STATES AND YOU MAY CONTACT THAT STATE'S DEPARTMENT OF, INSURANCE TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 6. FOR NON-UNITED STATES (ALIEN) INSURERS, THE INSURER SHOULD BE LICENSED BY A COUNTRY OUTSIDE OF THE UNITED STATES AND SHOULD BE ON THE NAICIS INTERNATIONAL INSURERS DEPARTMENT QID) LISTING OF APPROVED NONADMITTED NON-UNITED STATES INSURERS. ASK YOUR AGENT, BROKER OR "SURPLUS LINE" BROKER TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. binders'138 4 7. CALIFORNIA MAINTAINS A LIST OF APPROVED SURPLUS LINE INSURERS. ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST, OR VIEW THAT LIST AT THE INTERNET WEB SITE OF THE CALIFORNIA DEPARTMENT OF INSURANCE; WWW.INSURANCE.CA.GOV. 8. IF YOU, AS THE APPLICANT, REQUIRED THAT THE INSURANCE POLICY YOU HAVE PURCHASED BE BOUND IMMEDIATELY, EITHER BECAUSE EXISTING COVERAGE WAS GOING TO LAPSE WITHIN TWO BUSINESS DAYS OR BECAUSE YOU WERE REQUIRED TO HAVE COVERAGE WITHIN TWO BUSINESS DAYS, AND YOU DID NOT RECEIVE THIS DISCLOSURE FORM AND A REQUEST FOR YOUR SIGNATURE UNTIL AFTER COVERAGE BECAME EFFECTIVE, YOU HAVE THE RIGHT TO CANCEL THIS POLICY WITHIN FIVE DAYS OF RECEIVING THIS DISCLOSURE. IF YOU CANCEL COVERAGE, THE PREMIUM WILL BE PRORATED AND ANY BROKER'S FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU. LMA9098A 04 May 2017 D-2 (Effective January 1, 2017) binders*138 AC'COR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/13/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Philman Kim NAME: HNEISU/San Francisco A/CO No Ext: (415)788-9810 A/C No): (415)248-3534 201 California St.,Suite 200 E-MAIL pkim@isusf.com ADDRESS: License#0778092 INSURER(S)AFFORDING COVERAGE NAIC# San Francisco CA 94111-5098 INSURER A: Nonprofits Ins Alliance of CA INSURED INSURER B: MARKEL FIRSTCOMP 0131 Senior Adults Legal Assistance,DBA:SALA INSURER C: 1425 Koll Circle#109 INSURER D: INSURER E: San Jose CA 95112 INSURERF: COVERAGES CERTIFICATE NUMBER: 19-20 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. INSR TYPE OF INSURANCEAUULISUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MMIDDIYYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE 7 OCCUR PREMISES Ea occurrence) $ 500,000 MED EXP(Any one person) $ 20,000 A Y 201904545NPO 06/30/2019 06/30/2020 PERSONAL&ADV INJURY $ Excluded GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT OTHER: Liquor Liability $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 201904545NPO 06/30/2019 06/30/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE 201904545UMB 06/30/2019 06/30/2020 AGGREGATE $ 2,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION X STATUTE �RH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? NIA Y MWC006622506 07/01/2019 07/01I2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Improper Sexual Conduct Each Claim $1,000,000 A and Phsical Abuse 201904545NPO 06/30/2019 06/30/2020 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) RE:Account#:110-7406-7102 Certificate Holder is included as Additional Insured as respects to Liability as required by written contract only as pertains to the Insured's operations as per Form CG 2026.Waiver of Subrogation in favor of Additional Insured.30 day written notice except 10 days for nonpayment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cupertino Community Development Dept. ACCORDANCE WITH THE POLICY PROVISIONS. Account#110-7406-7102 AUTHORIZED REPRESENTATIVE 10300 Torre Avenue Cupertino CA 95014 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2O1S-U4545 COMMERCIAL GENERAL LIABILITY Named Insured: Senior Adults Legal Assistance dba: SALA CG 20200413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ |TCAREFULLY. ���0�U����U U������ _ ���U������� | ������" nn��o���w� "u�����n��~�� ��u���"��u���u ���� PERSO���������� ���� ����d����U���U���� N �~x� �~n�����umn�~x-xnn��n� This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE contract or agreement currently in effect, or becoming effective during the term of this policy. The additional Name Of Additional Insured Person(s) Or Organ ization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written � insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. � A. SamtipnU—VVho |sAn |nsuradisamnndndto B. With respect ho the insurance afforded tothese include ason additional insured the peroun(a) or additional insureds, the following in added tu � organization(s) shown in the Schedule, but only Section U|— Limits Of Insurance: with respect to liability for"bodily injury'. "property damage"or"personal and advertising injury" |f coverage provided to the additional insured hs caused, in whole orin part, by your acts or required bya contract or agreement, the most we omissions or the acts or omissions of those acting will pay on behalf of the additional insured isthe on your behalf: amount ofinsurance: 1. |n the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. |n connection with your premises owned byur Insurance shown in the Declarations; rented toyou whichever . � However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown inthe � insured only applies to the extent permitted by Declarations. � � law; and � 2. U coverage provided to the additional insured in � required by contract oragreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. | � � ' C<3 202GO4 13 @ Insurance Services Office, Inc., 2012 Page 1 of WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 % of the California workers' compensation premium otherwise due on such remuneration. Work performed by SENIOR ADULTS LEGAL ASSISTANCE (a non profit) at: 1425 Koll Cir Ste 109 San Jose, CA 95112-4614 Schedule Subrogant Information Class Code Description Payroll City of Cupertino, Community Development Dept. 8820 Attorneys $10,600.00 10300 Torre Avenue Cupertino, CA 95014 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2019 Policy No. MWC0066225-06 Endorsement No. Insured: SENIOR ADULTS LEGAL ASSISTANCE(a non profit) Premium (See Attached) Insurance Company: Markel Insurance Company Countersigned by WC040306 (Ed.04-84) C 1998 by the Workers'Compensation Insurance Rating Bureau of California.All rights reserved. From the WCIRB's California Workers'Compensation Insurance Forms Manual C 2001 10of10 A 4..J1 " DATE(MMIDD(YYYY) CERTIFICATE OF LIABILITY INSURANCE 5r3012019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). I PRODUCER CONTACT .... _-. ............... .. ..... ,,, .. ._..,. ...... ._._._._. .. j ....PHONE ... .. ..G ... COMPLETE EQUITY MARKETS INC it C�°'�bt:R�T�s q,iAjy I rkels 847t541 0900 FAX Na) „(847)541-0444 A y .,(/-MAIL.Q..Elct)._..(._. )... .._ _ 1190 Flex Court f 'Y": "lIa^' AQOREss; --_.._,_._.._.__._ Lake Zurich, IL 60047 INSI)RER(S)AFFORDING COVERAGE NAIC# _._ INSURER A Travelers Casualty&Surety Company INSURED ............... .L...........,.. ...........__. INSURER B Senior Adults Legal Assistance (SALA) „ .. INSURER C 1425 Koll Circle#109 )NsuRER Q San Jose, CA 95112 INsuRER E _ INSURER F. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING 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 iREDUCED BY PAID CLAIMS. .l ...... .. _...._......_..... ............. ................ WS"p. IAbDL'SUBR€-.---... I( M/QDY/YYYY) (POLIC'YEY ..€......._... ....-.. ._.... .. . .... ............. .. ._...-.... LTR TYPE OF INSURANCE €INSD WVD i POLICY NUMBER M MM/DDIYYY LIMITS COMMERCIAL GENERAL.LIABILITY I { ) I EACH OCCURRENCE €$ DAMAGE 1'O I��NTECI ,�,", ; CLAIMS-MADE OCCUR I P;RFMISES Ea occurrence.)_ I $ I _....... _. MED EXP(Any one per $ _,.... ....., PERSONAL.&ADV INJURY $.._ ._ GEN'L AGGREGATE LIMIT APPLIES PER: j I GENERAL AGGREGATE $ PRO- POLICY JE& _._._... LOC I RODUCTS.-COMP/OP AGG $._ ..........._. .......... 1 AUTOMOBILE LIABILITY I I COMBINED SINGLE L1tvHT $ ........ ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS ., .. ............... .___... HIRED NON-OWNED I I f ROPERT"t'.nAh4AGE AUTOS ONLY AUTOS ONLY ! I?er,Icrtyltrif) $ - .. .......... ..... _... UMBRELLA LIAB OCCUR EACH OCCURRENCE $ i. _; ... j .... ......... .._........ ........... .. ...... ......... .._.............. EXCESS LIAB CLAIMS-MADE ` AGGREGATE ...,..... _.. ,_..__ ........._ .....__.. ........___.......... ............._......................._..__. DIED RETENTION$ j $ IWORKERSCOMPENSATION PER UTH AND EMPLOYERS'LIABILITY YIN j STATLITE _ER .. ANY PROPRIETOR/PARTNER/C-M-CUTIVE E.L EACH ACCIDENT ,$ i OFFICER/MEMBER EXCLUDED' N A (Mandatory-in NH) i EL DISEASE EA EMPLOYEE, $ It J de..rubr under - ... .. DEF,13C-RFll'ION OF OPERATIONS below I E L.DISEASE-POLICY LIMIT' $ Commercial Crime Bond A 105937785 6/1/2019 6/1/2020 Limit of Liability $$100,000 Insuring Aggreements $109,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Subject to all policy terms, limits, conditions, exclusions and endorsements, Sourcewise (formerly Council on Aging Silicon Valley) is listed as an additional insured joint loss payee but only per the terms and conditions of the policy endorsement generated. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Sourcewise ACCORDANCE WITH THE POLICY PROVISIONS. 2115 The Alameda AUTHORIZED REPRESENTATIVE San Jose, CA 95126 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD GENERAL FUND HUMAN SERVICE GRANTS PROGRAM CITY/NON-PROFIT CONTRACT (Services Only) This General Fund Human Services Grants Program City/Non-Profit Contract(the "Contract") is entered into between the CITY OF CUPERTINO, a political Subdivision of the State of California (hereinafter"CITY"), and SENIOR ADULTS LEGAL, ASSISTANCE (SALA), a non.-profit public benefit corporation (the "CORPORATION"), The allocation of funds pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of General Fund HUrnan Service Grants ("I-ISG") funds to CORPORATION on July 1, 2018. WITNESSETH WHEREAS, CITY has reserved a portion of its HSG funds to be used on activities that benefit Cupertino's residents; and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITYS FISG budget for the Program (as described below) to be operated within CITY for the benefit of low and very low income households', NOW, THFI'REFORE, the parties agree as follows: 1. Prograin CITY agrees to allocate a portion of its current HSG funds to CORPORATION, in the sure of Ten Thousand Six Hundred Dollars and No. Cents ($10,600) (the "Grant") for the purpose of implementing the CORPORATION'S program, as more particularly described in Exhibits A-E to the Conti-act (the "Program"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated herein by reference. Exhibit A: Program Description Exhibit B: Program Work Plan Exhibit C: Proposed Implementation Timeline Schedule Exhibit D: Program Budget Exhibit E: Basic Insurance and Bond Requirements For Non Profit Contracts If. TERM A. The purpose of this Contract is for the CITY to disburse the Grant for eligible activities. B. The term of this Contract (the "Terns"") will begin on July 1, 2018 and will end on June 30,2019, unless otherwise amended or terminated earlier pursuant to Section V11 or Section VIII of this Contract. 111. SECOND YEAR ]RENEWAL OPTIONS The term of this Contract may be extended by an amendment to this Contract authorized by City Council for the fiscal year subsequent to the initial term of this Contract, contingent on the following requirements and process: A. Authorization by CITY to expend funds for the purposes of this Contract; B. CITY'S appropriation of HSG funds for this Program; C. CORPORATION'S satisfactory performance, as determined in the CITY's sole discretion, of all its obligations as stated in this Contract; D. Submission to CITY Of Current proof of insurance satisfying the requirements set forth in .Exhibit E. IV. OBLIGATIONS OF CORPORATION A. OrgLni4ation ol"CORPORATION, CORPORATION shall: I a Provide CITY with copies of the following docutnents, evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation Linder the laws of[lie State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Set-vice non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 1 During the Contract Term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to CITY. 1 Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or Subcontractor Linder this Contract. 4. Open to the public meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 2 5. Keep minutes of all its regular and special rrieetings. 6. Comply with all provisions ofCalifornia and Federal Non-Profit Corporation Laws. 7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's execution of this Contract. The CORPORATION hereby warrants to the CITY that this Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in accordance with its terms, and that the execution and delivery of this Conti-act and the performance of the CORPORATION's obligations have been duly authorized by the CORPORATION. B. Pro ram Performance by CORPORATION. CORPORATION shall: I. Conduct the Program within the City of Cupertino, for the put-pose of benefiting low and very low-income households. 1 File quarterly reports on the type and number of services rendered through the operation of the Program, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the Program is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten (10) days after the close of each reporting period and inust cover the three (3) months immediately preceding the date on which the report is filed. 1 Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other Sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award, inform CITY within ten (10) days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate prograrn-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino General Funds," C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: I. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name, 1 If the Term of this Contract is extended by an amendment for a.second fiscal year, submit a satisfactory audit within One hundred fifty (150) days of"CORPORATION's 3 fiscal year encompassed by the first year of this Contract. 3. Document all Program costs by maintaining records in accordance with Section IV, Paragraph D below. 4. Submit to the CITY, based on an agreed upon schedule, a request for payment, together with all Supporting documentation. Invoices requesting disbursements submitted after the expiration of the Conti-act will be honored only for eligible charges incurred during the Conti-act Term, All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract Term. Funds not disbursed will be returned to the City for future reallocation. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit E and provide a current insurance certificate evidencing such coverage. 6. Deliver to the CITY a copy of the resolution authorizing CORPORATION's execution of this Contract, 7. Items 4 through 6 above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in Suspension of funding oi-termination of this Contract, 8. If CORPORATION does not use the Grant funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings, which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: I. Maintain complete and accurate records of all its transactions including,, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank staterrients, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (a) al I direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Contract or to operate the Program, and (b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided in connection with the Program. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request, E. Preservation of Records, CORPORATION will preserve and rnake available its records: 4 I. Until five (5) years following date of final payment Under this Conti-act, or. 1 For such longer period, if any, as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five (5) years from the date of termination. E Examination of"Records and Facilities, At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of the later of: (a) five (5) years after final payment under this Contract, (b) five (5) years from the date of termination of this Contract, or (c) Such longer period as may be described by applicable law, have access to and the right to examine its plants, offices and facilities used in the performance of this Conti-act or the operation of the Program, and all its records with respect to the Program and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to the Program and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its Subcontractors, independent contractors, and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes., regulations and decrees. H. Suspension and Termination. If CORPORATION materially fails to comply with any term of this Contract, CITY may Suspend or terminate the Conti-act in whole or in part. In no event shall any payment by CITY hereunder constitute a waiver by CITY of any breach of this Contract or any default, which may then exist on the part of CORPORATION, nor shall such payment impair or pre.judice any remedy available to CITY with respect to the breach or default. CITY expressly reserves the right to demand of CORPORATION the repayment to tl-le CITY of any funds disbursed to CORPORATION under this Contract, which were not expended in accordance with the terms of this Conti-act, and CORPORATION agrees to promptly refund any Such funds upon dernand. Notwithstanding the above, CORPORATION shall riot be relieved of liability to CITY for damages Sustained by CITY or others by virtue of any breach of the Contract by CORPORATION, and CITY may withhold any payments to the CORPORATION for the purpose of set Off until Such time as the exact amount of damages due CITY from CORPORATION is determined. 5 1. Reversion of Assets. Upon expiration or termination of this:, Contract, the CORPORATION will transfer to the CITY any (it-ant funds on hand at tile time of expiration and any accounts receivable attributable to the use of"such funds. J. Conflict of"Interest. In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 q seg., except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the CI,rY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision making process may obtain a personal or financial interest or benefit fi-orn the activity, or have an interest in any contract, Subcontract, or agreement with respect thereto, or the proceeds thereunder, during, or at any time after, Such person's tenure. CORPORATION shall exercise due diligence to ensure that the prohibition in this Section is followed. Further, no person who is a director, officer, partner, trustee or employee or consultant of CORPORATION, or immediate farnily member of any of the preceding, shall make or participate in a decision, made by the CITY or a CITY board, corin-nission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of incorne, investment or interest in real property of that person or CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 eL"e ., its implementing regulations manual and codes, and Government Code Section 1090. V. OBLIGA'r[ONS OF CITY A. Method of Pa went. During the Term of this Contract, CITY shall disburse the HSG Grant funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the Program, not to exceed the total sum set forth in Article 1. CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based on CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit B ("Program Work Plan"), failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section 'III, Paragraph B of this Contract or based on the refusal by CORPORATION to accept any additional conditions that may be imposed by City at any time to ensure compliance with the terms of this Contract, Vim PROGRAM COORDINATION A. CITY. 'The CITY has designated the Senior Housing Planner for CITY who will render overall supervision ofthe progress and performance of this Contract by CITY. B CORPORATION, As of the date hereof, CORPORATION has designated Georgia Bacil to serve as EXECUTIVE DIRF'CTOR and to assurne overall responsibility for the 6 progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of new EXECUTIVE DIRECTOR, C. N"0110E'S. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Senior Housing Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014. CORPORATION: Senior Adults Legal Assistance (SALA) 1425 Doll Circle, Suite 109 San Jose, CA 95112 All notices will either be hand delivered or sent by United States rnail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two ('72) hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the rnanner provided in this section. V11. CON TRACT COMPLIANCE A. Monitorin 1 and Evaluation of Services. Evaluation and monitoring of the Program performance is the mutual responsibility of both CITY and CORPORATION, CORPORATION must furnish all data, staternents, records, information and reports necessary for DIRECTOR to monitor, review and evaluate the performance of the Program and its components. CITY will have the right to request the services of an Outside agent to assist in any such evaluation. Such services shall be paid for by CITY, B. Contract Noncornoliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Conti-act. Examples of noncompliance include, but are not limited to: I. If CORPORATION (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the Program. 1 If there is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract, which may materially Jeopardize or adversely affect the undertaking of or the carrying Out of the Program. 7 1 If'CORPORATION has taken any action pertaining to the Program'. which action required CITY approval, and such approval was not obtained, 4. If CORPORATION is in default Linder any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect, I. If CORPORATION fails to meet the stated objectives in the Program Work Plan attached as Exhibit B. C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon Occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any corrective action recomMenclation. CITY will have the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Contract as set forth in Section Vill below, V111. TERMMATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non- compliance as defined in Section VII, Paragraph B; CORPORATION is insolvent or in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or;there is reliable evidence that CORPORATION is unable to complete the Program as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience, In addition to the CITY'S right to terminate for cause set forth in Section VII, either CITY or CORPORATION may suspend or terminate this Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued. C. In the event that this Contract is terminated, CORPORA TON may be required to return funds to the CITY. 8 D. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to Grant made to CORPORATION pursuant to this Contract. IX. PROGRAM INCOME Income generated by the Program, is considered Program Income. CORPORATION will annually report all program income generated by activities carried Out with Grant funds made available Linder this Contract. By way of further limitations, CORPORATION may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balance on hand. All unused program income shall be returned to the CITY at the end of the Contract period. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will riot be construed to create the relationship of agent, servant, employee, partnership,joint venture or association between CORPORATION and CITY. CORPORATION, including its officers, employees, agents or independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY, X1. ASSIGNABILITY CH"Y is entering into this Contract based on the experience, skill, and ability to perform of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are of particular concern to the CITY in view of the CITY's interest in providing services to lower income persons and the CITY's reliance on the unique qualifications ofthe CORPORATION. Consequently, this Contract may not be assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY, None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third pat-ties without the prior written approval of CITY, which the CITY may withhold in its sole discretion. Copies of all third party contracts shall be submitted to CITY at least ten (10) days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or subcontract, CORPORATION shall remain frilly liable for all obligations and requirements under this Contract including the performance and any liabilities attaching to the assignees' actions or omissions. X11. 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 Contract or their immediate families which may be obtained through application forms, interviews, tests, reports from public agencies or counselors, or any other source. Without the written permission of die applicant, such information will be divulged only as necessary for purposes related to the performance or 9 evaluation of the services and work to be provided pursuant to this Contract, and (lien only to persons having responsibilities under this Contract, including those furnishing services under the Program through approved subcontracts. X111. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E, "Basic Insurance and Bond Requirements for Non-Profit Contracts", CORPORATION will indernnify and hold harmless the CITY, its employees, agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's -fees and court costs, arising out of the failure of the CORPORATION's Program to comply with applicable laws, ordinances, codes, regulations and decrees. XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be Construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any Such payment while any Such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover frorn CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the Program or this Contract. XV. NON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title V11 oaf the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504.); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections I 101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitrrient, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. t�Ior shall CORPORATION discriminate in provision of services provided in this Contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the Grant funds disbursed for this program, VI—AMENDMEN'rs 10 Other than the amendment related to a second year renewal option as stated in Section Ill. above, amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such arriendinents, and any such amendment shall be effective only upon the ITILItUal agreement in writing of the parties hereto, Amendments will not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its obligations Under this Contract. XV11. INTEGRATED DOCUMENT ]-'his Contract contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer, agent or employee of CITY prior to execution of this Contract shall affect or modify any of the terms of obligations contained in any documents comprising this Contract, XV111. MISCELLANEOUS A, CqpjjgEs, The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, be held to explain, modify, arriplify or aid in the interpretation, Construction or meaning of the provisions of this Contract. B. Discretion Retained ByQC[Y. CITY's execution of this Contract in no way limits the discretion of the CITY in the permit and approval process in connection with the Program. C. Exhibits, All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit'It (Program Description),E2xhjtjLB (Program Work Plan), Exhibit Q on , (Proposed Implementati Time Schedule), Exhibit D (Program Budget),Exhibit I-, (Basic Insurance and Bond Requirements For Non-Profit Contracts). D. Interpretation. Each party to this Conti-act has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the Contract. This Contract shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties have read and reviewed this Contract and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to Civil Code Section 1654 as may be amended frorn time to tinie, or any other state law, or common law principle) shall not apply to the interpretation of this Contract. E. Third-Party benefi ciary. "['here shall be no third party beneficiaries to this Contract. E Choice of Law and Venue. This Contract shall be governed by and construed in I accordance with California law. Venue shall be Santa Clara County. I I Cr. '11'at-ties Bound. Except as otherwise limited herein, the provisions of this Contract shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors, and assigns, H. Attorneys' Fees. If any lawsuit is commenced to en-force any of the terms of this Contract, the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party. I. Severability. If any Term ofthis Conti-act is held by a court of competent ,jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by Such invalidation, voiding or unenforceability. J. Authorizatio!i. '1-'he persons signing below are duly authorized to execute this Contract. K. MLI-Itiple Qrjgjnals- Countcrpapt. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. [Signatures on following page.] 12 IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. CORPORATION: CITY: CITY OF CUPERTINO, a municipal corporation r rulix'WIX By: BY: AWW Geota BacilN Aarti Shrivastava Exec.t ve Director Assistant City Manager APPROVED AS TO FORM ATTEST: K7- Ran 1ph-Steveilson-Rom Date Grace Schmidt Date City Attorney City Clerk 13 EXHIBITA PROGRAM DESCRIP'nON FY 2018-19 Agency Name- DUNS._.- ` enior Adults Le'VIIIAssistance (SAI A) 787102094 Executive Director: Project Manager: Project # (For Office Use Georgia Bacil Georgia Bacif 0111y) 100--72--712 600-623 Street Address. City- State: Zip Code: 1425 toll Circle, Suite 109 San Jose CA, � 95112 Telephone number: Fax Number: Manager E-mail 408-295-5991 acit( sata.org Name of Project/Program- Legal Assistance to Cupertino Elders Project/Program Location: 1425 Koff Circle, Suite 109 San Jose, CA 95112 Program Description: 'The annual goal of 40 elders to be served by the pro i ject includes Cupertino clients age 60 or older served at the Cupertino Senior Center as well as homebound Cupertino clients served through home visits and those seniors served by phone intake for urgent matters or because they are disabled or hornebound. The goal also includes unduplicated Cupertino elders seen at SALA intake sites in other cities. All of these clients will be Cupertino residents age 60 or older, with an emphasis upon clients (1) who have lower incomes (at/below 90% of the median defined by FMD) or (2) who are at risk of abuse, exploitation, isolation, or premature institutionalization (defined as age 75 or older, disabled, or living alone according to Older Americas Act criteria). We note that the Older Americans Act, our major fonder, prohibits the use of any other eligibility criteria for Our services, including a means (income) test to restrict services. SALA's statistics for Cupertino clients in 2016-17 indicate the following about the low income and at risk status Of Our target population: 67% were very low income (at/below 50% of median) and 60% were age 75 or older. Also, 67% were female and 5 1% identified themselves as minority elders. Due to their low income status, our target clientele are also underserved, because they cannot afford to pay a private Elder Law attorney $400 to $500 an hour for legal services similar to those offered by the SALA project attorneys at no cost. The percent of Cupertino clients age 75 or older (60%) is also significant, as the Area Agency on Aging 2016-2020 Area Plan notes the poverty rate of seniors age 75 or older is higher than that for seniors age 65 to '74 and that seniors age 75 or older are at a higher risk of living alone and experiencing social isolation. This group of seniors (the "oldest old") is also the most vulnerable and more likely to suffer abuse, mistreatment or exploitation. Project statistics for female clients (67%) and clients that identified as a minority elder (5 1%) are also significant as the Area Plan also notes that impoverished seniors are disproportionately fernale or racial/ethnic minority elders, making them more likely to experience economic barriers to accessing services. If SALA's Cupertino project is funded for 2018-19 we expect similar demographics for the Cupertino elders we will target and serve. Finally we note that the statistics in Section 5 below for the Project Client Breakdown in the category ofSemors includes persons 14 age 60 or older because the age threshold for SALA's senior clientele is age 60 or older and not age 63 or older. 15 EXHIBITB RC °B..P"lE"A'.�L;'+A��1J�`�.�Wp 99'�yl^lry ]k'�..14 L,t'9.A.'� AGENCY NAME: Senior Adults Legal Assistance (SAL,A) PROD LAME: Legal Assistance to Elders Benchmarks for EachQuarter Objectives ls� d � WA Leal Services-l�urnber of`Cupertino clients served 10 10 10 10 40 16 EXHIBITC PROPOSED IMPLEMENTATIONTIMELINE SCHEDULE FY 2018-19 AGENCY NAME: Senior Adults Legal Assistance (SALA) PROGRAM NAME: Legal Assistance to Elders Activity Numbei-& Description: Activity Number & Description: 1. Community Education/Outreach -Number of Presentations - Make I outreach/communityeducation presentation at Cupertino Senior Centel-or another site in Cupertino by year end (by June 30) Activity Jul Aug Sep Oct Nov Dec Jan Feb Mar Ajpr May Jun 17 EXHIBITD PROGRAM BUDGET FY 2018-19 AGENCY NAME: Senior Adults Legal assistance (SALA) PROGRAMNAME: Legal Assistance to Elders _� Pro used I�rogram P cases FY 201 -�l c Salaries/Benef is/Payroll/Taxes $10,600 Office Su��yes ComMUnication _ 13ublicatians/Printinc,/Advcrtisin Travel Rent/Lease/Mortgage ti 1 hies Insurance ui tjnent 1�ental/MaintenanWceW WW L; a� w � w m � o��w....�.ww�� � .n only) c�dzt/ fess�onal Sefl-v�c,es fc7�°C',T�1�C� ortio r e such as ..w I3i�rect Sez•vic,es (k�undin �1`or s ecific se vic a meal, ride) � Conti-acted Services iotal..:L enses.w.._. ww... .�w . �wwww _n.. � _$1.0,600.00 18 EXHIBITE BASIC INSURANCE AND BONI) REQUIREMENTS FOR NON-PROWITCONTI?ACTS Dermition of Contractor. The "Contractor" as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of HSG funds. Indemnity The Contractor shall indernnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or Subcontractors, excepting only loss, illjUry or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the pal-ties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City Linder this Contract, Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the Term of this Contract, or as rilay be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide oil the City's own form or a form approved by the City's Insurance Manager an original Plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide tile coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on tile City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI, Program COORDINATION, Paragraph C., NOTICES, The Contractor shall not issue a Notice to Proceed with the work under this Conti-act until it has obtained all insurance required and Such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. 13. Notice of Cancellation of`Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Developrnent Department, 10300 Torre Avenue, Cupertino, CA 95014. 19 C. Qualif All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current test's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance ReqqLrej. I. Comprehensive General Liability Insurance - for bodily in.jUry (including death) and property damage which provides limits ot'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 fit-nit aggregate - $2,000,000 C. Products/Completed Operations— $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional covet-age to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with lit-nits of one million dollars ($1,000,000) per Occurrence/aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Conti-act. d. Personal Injury liability, e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 20 4. For either type Of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and erriployees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance, d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City Of Cupertino, e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comp rehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liabilitv Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. 21 b. Employer's I.Jability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. C. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver Of SUbrogation. T Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000), b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. C. This coverage shall be maintained for a minimum Of two (2) years following termination of this Contract. The City rnUSt first approve any exceptions to the above requirements. Bond Re dierpents Fidelity Bond -- Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Soecial Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any mariner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance reqUircrnents contained in this Contract rnay be fulfilled by self-insurance on the part of the Contractor. 22 However, this shall not in any way linlit liabilities assumed by tile Contractor tinder this Contract, The City shall approve any self-insurance in writing, C. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above, d. If the Contractor fails to maintain such insurance as is called for herein, the City MUSt order the Contractor to immediately suspend work at Contractor's expense until a new policy Of insurance is in effect, 23