97-016 Cupertino Community Services Rotating Shelter 97-98, Affordable Housing Projects`��( i(v ul
Ct ip crti-110
April 14, 1997
Mary Ellen Chell
Cupertino Community Services
10185 N. Stelling Road
Cupertino, CA 95014
City Hall
10300 Torre Avenue
Cupertino, CA 95014-3255
Telephone: (408) 777-3223
FAX: (408) 777-3366
OFFICE OF THE CITY CLERK
AGREEMENT - CUPERTINO COMMUNITY SERVICES, ROTATING SHELTER &c
AFFORDABLE DOUSING PROGRAMS
Enclosed for your files and information is one fully executed agreement by and between the City of
Cupertino and Cupertino Community Services.
If you have any questions or need additional information, please contact Vera Gil at (408) 777-3251.
Sincerely,
KIMBERLY SMITH, CMC
CITY CLERK
KS/cs
Enclosure
cc: Department of Community Development
AGREEMENT
This Agreement is made and entered into this 25 day of March, 1997, by and between the
CITY of Cupertino, a municipal corporation ("CITY") and Cupertino Community Services, 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 $15,000.00 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:
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,
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. 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. 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 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;"
5. Attachment H, "Monitoring and Reporting Program Performance," paragraph 2;
Page 4 of 11
6. Attachment N, "Property Management Standards," except for paragraph 3 concerning
the standards for real property; and
7. Attachment O, "Procurement Standards."
IV. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Agreement, CITY shall reimburse
CORPORATION for all allowable costs and expenses incurred in connection with the
Program, not to exceed the total sum of Fifteen Thousand Dollars and No Cents
($15,000.00) 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.
4. If CORPORATION is in default under any provision of this Agreement.
Page 5 of I I
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
Program Director, CORPORATION shall immediately notify CITY of such occurrence.
Program Director and CORPORATION staff will cooperate fully with CITY in fulfillment
Page 6 of 11
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/flousing Services, Community Development Department, City of
Cupertino,10300 Torre Avenue, Cupertino, CA 95014
CORPORATION: Executive Director, 10185 North Stelling Road, Cupertino, CA 95014
All notices shall either be hand delivered or sent by United States mail, registered or certified,
postage prepaid. Notices given in such a manner shall be deemed received when hand delivered or
seventy-two (72) hours after deposit in the United States mail. Any party may change his or her
address for the purpose of this section by giving five (5) days written notice of such change to
the other party in the manner provided in this section.
VII. TERMINATION
A. In addition to CITY'S right to 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
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.
Page 7 of 11
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
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
Page 8 of 11
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, 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 _ jLday of,
19 1'7
IWON—I. .1_ � I
4' e11 • •
By:
PRESIDENT
Board of Directors
CITY has executed this Agreement in triplicate on this /D 1-h day of /r / , 19_7
By:
s
MNXI,ROWN
City Manager
Attested By:
CITY CLERK
Approved as to form: (�
CITY ATTORNEY
Page 11 of 11
PROJECT PROPOSAL COVER PAGE
(Zanaral Information
ame of ppucant
ROTATING SHELTER
PROGRAM
Program Year
R
RVICE INC
rro}ea iype
❑ Single Family
1997/98
c,oraaa Person
❑ Mixed Use
i iue
❑ Rental
Hroject NumDer or Office Lise niy)
MARY -ELLEN CHELL
EXECUTIVE
DIRECTOR
Aooress
city
SLueup
Cooe
10185 N. STELLING
ROAD
CUPERTINO
I CA
195014
T etepnone umtx.r
Fax Number
(408 ) 255-8033
(408 ) 366-6090
Name of HrojecLiFrogram
CUPERTINO COMMUNITY SERVICES, INC.
ROTATING SHELTER
PROGRAM
t ocauon
10185 N. STELLING
ROAD, CUPERTINO/VARIOUS LOCATIONS
IN CUPERTINO
rro}ea iype
❑ Single Family
❑ Homeownership
❑ New Construction
❑ Mixed Use
❑ Multifamily
❑ Rental
❑ 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 resiaents inat wut De setveu, pct VtLG_1 UICIL Wiii Lic; Nluviucu, C;L�_
Cupertino Community Services, Inc. (CCS), in collaboration with the Faith in Action Group,
began operation of the Rotating Shelter Program in August, 1991. Established as a transitional
housing program, the Shelter Program provides shelter, meals and a wide variety of services to
Shelter guests. As the name implies, the Shelter rotates between host congregations on a monthly
basis. The hosts and additional participating congregations and community groups bring hot meals
to the Shelter very night. Breakfast and lunch supplies are also provided. The goal of the Shelter
Program is to assist homeless individuals achieve and maintain gainful employment and permanent
housing. The Shelter Program can accommodate as many as 15 guests per night for an annual
total of approximately 60-65 guests each year.
Each applicant applying to become a Shelter guest is carefully screened. The two mandatory
qualifications for acceptance into the Shelter are: 1) The applicant must be alcohol and drug-free;
and 2) the applicant must be ready and willing to seek, find and keep full-time, gainful
employment, set aside funds for move -in costs, and secure permanent housing. All applicants are
considered to be very low income. They are referred to CCS from agencies such as Sunnyvale
Community Services, United Way, Salvation Army, Veteran's Administration, other shelter
programs, word-of-mouth, and the Shelter hotline.
To improve each guest's chances of obtaining employment and permanent housing, a private voice
mail -box is assigned to each person entering the Shelter Program. They can receive mail addressed
to them at the CCS office. Medical and dental services are available to guests from local
professionals at discounted rates or free of charge. The Northwest YMCA offers free membership
to each program participant. This privilege allows guests the opportunity to shower, work out and
relax. A program Manager develops a transitional housing plan for each of the Shelter Program
guests. Guests meet weekly with the Case Manager on an individual basis to discuss their
progress. A house meeting is held weekly to discuss at the group level any issues that need to be
resolved.
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11
EXHIBIT D
Project Budget
Fiscal Year 1997/98
Applicant: CUPERTINO COMMUNITY SERVICES, INC.
Project Name: ROTATING SHELTER PROGRAM
LINE ITEM
FISCAL YEAR 1997/98_
SALARIES
Personnel
14,000
Benefits
1,000
OFFICE EXPENSES
Rent
Telephone
Postage
Printing
Supplies
Travel
Utilities
Equipment
Dues and Subscriptions
Other
OTHER EXPENSES
Accounting Services
Contract Services
Insurance
Conferences
Miscellaneous
Other
TOTAL
15,000
12
ADDENDUM TO EXIIIBIT "E"
BASIC INSURANCE AND BOND REQUIREMENTS
FOR CONSTRUCTION PROJECTS USING COUNTY FUNDS
All construction contractors shall comply with the requirements set forth in this
Addendum to Exhibit E.
Indemnity:
The General Contractor (hereinafeter referred to as "General") shall indemnify, defend,
and hold harmless the County of Santa Clara (hereinafter "County"), the City of
Cupertino (hereinafter "City"), its officers, agents and employees, and the Contractor, its
officers, agents and employees from any loss, liability, claim, injury or damage caused
solely by the acts or omissions of personnel employed by the County, CITY or the
Contractor. It is the intent of the parties to this contract to provide the broadest possible
coverage for the CITY, County and its and the Contractor. The General shall reimburse
the CITY and County for all costs, attorney's fees, expenses and liabilities incurred with
respect to any litigation in which the General is obligated to indemnify, defend and hold
harmless the CITY and County under the Contract.
Insurance:
Without limiting the General's indemnification of the CITY and County, the General shall
provide and maintain at its own expense, during the term of this Contract, or as may be
the further required herein, the following insurance coverages and provisions:
A. Evidence of Coverage:
Prior to commencement of this Contract, the General shall provide 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. Individual endorsements executed by the insurance carrier shall
accompany the certificate.
This verification of coverage shall be sent to the Contractor at the address stated
below and to the Housing and Community Development program, 1735 North
First Street, Suite 265, San Jose, California 95112. The CITY 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 Contractor and
final approval by the County. This approval of insurance shall neither relieve nor
decrease the liability of the CITY.
B. Notice of Cancellation:
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 Housing and
Community Development Program as stated above, and the CITY at the following
address:
City of Cupertino
Community Development Department
10300 Torre Avenue
Cupertino, CA 95014
C. Qualifying Insurers
1. 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 County.
2. Surety coverage (including bid, performance and payment bonds) shall be
required as follows:
a. For projects in excess of $100,000:
1. Either a California Admitted Surety OR a current
Treasury Listed Surety (Federal Register); and either a
current A.M. Best A IV rated Surety OR a current
Standard and Poor's (S&P) rating of "A".
2. An admitted surety insurer which complies with the
provisions of the Code of Civil Procedure, Section
995.660* .
* California Code of Civil Procedure Section 995.660 in summary, states that an admitted surety
must provide: 1) the original, or a certified copy of instrument authorizing the person who
executed the bond to do so; 2) a certified copy of the Certificate of Authority issued by the
Insurance Commissioner; 3) a certificate from County Clerk of Santa Clara County that
Certificate of Authority has not been surrendered, revoked, canceled, annulled or suspended; 4) a
financial statement showing the assets and liabilities of the insurer at the end of the quarter
calendar year, prior to 30 days next preceding the date of execution of the bond.
3. In lieu of 1 & 2, a company of equal fmancial size and
stability that is approved by the County's Insurance/Risk
Manager.
b. For projects between $25,000 and not exceeding $100,000::
1 A California Admitted Surety OR a current Treasury
Listed Surety (Federal Register); and either a current A.M.
Best B rated Surety OR a current Standard and Poor's
(S&P) rating of "BB".
2. An admitted surety insurer which complies with the
provisions of the Code of Civil Procedure, Section
995.660*.
3. In lieu of 1 & 2, a company of equal fmancial size and
stability that is approved by the County's Insurance/Risk
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.
woo
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
County of Santa Clara, and members of the Board of Supervisors
of the County of Santa Clara, and the officers, agents and
employees of the County of Santa Clara, 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 Torre Avenue, Cupertino, CA 95014.
d. Severability of Interest Endorsement
The insurance afforded by this policy shall apply 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. 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.
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.
7. Work and Materials Insurance (including but not limited to Builder's Risk,
Course of Construction, Installation Floater or similar first party property
insurance for covering the interest of the CITY and the County) shall be
provided by the Contractor.
The CITY coverage shall provide the following:
a. Coverage shall be provided on an "all-risk" basis.
b. Coverage shall be provided on the work and materials which are the
subject of this Contract, whether in process or manufacture or
finished, including "in transit" coverage to the final agreed upon
destination of delivery, and including loading and unloading
operations, and such coverage shall be in force until the work and
materials are accepted by the County.
C. County and non-profit shall be named as additional insured as its
interests may appear at the time of loss.
d. Coverage shall be in" an amount no less than the full
replacement value of the property at the time of loss.
e. The deductible shall not exceed $1,000 per occurrence unless
otherwise approved by the County and shall be borne by the
Contractor.
f. If the construction contractor fails to maintain such insurance
as is called for herein, the County shall have cause to
terminate this Contract in accordance with Section V,
paragraph B.
8. Bond Requirements
The following bond requirements apply:
a. Contract Bonds - Prior to execution of the Contract, CITY 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 CITY shall
pay all premiums and costs thereof and incidental thereto. Each
bond shall be signed by both CITY and the sureties.
b. 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
full 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.
C. 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. 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.
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 General and any approval of said
insurance by the CITY or the County of Santa Clara are not
intended to and shall not in any manner limit or qualify the
liabilities and obligations otherwise assumed by the General
pursuant to this Contract, including but not limited to the
provisions concerning indemnification.
b. The Contractor reserves the right to withhold payments to the
General in the event of material noncompliance with the insurance
requirements outlined above.
C. The Contractor shall notify the CITY 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.
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.