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22-120 Bay Area Community Resources for support in working on emissions, water, waste, or energy reduction projectsBay Area Community Resources Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Bay Area Community Resources (“Contractor”), a Non-Profit for hosting a Climate Corps Fellow for support in working on emissions, water, waste, or energy reduction projects, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 31, 2023. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $28,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Bay Area Community Resources Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of an y kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence Bay Area Community Resources Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separa te from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws Bay Area Community Resources Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of act ion, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in Bay Area Community Resources Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and dis crimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Bay Area Community Resources Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Titl e 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Andre Duurvoort as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Adolfo Rivera as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Bay Area Community Resources Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Bay Area Community Resources Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Andre Duurvoort, Sustainability Manager Email: AndreD@cupertino.org To Contractor: Bay Area Community Resources 11175 San Pablo Ave. El Cerrito, CA 94530 Attention: Jake Silver, Program Director Email: jsilver@bacr.org 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Adolfo Rivera Director of National Service Aug 24, 2022 Acting City Manager Dianne Thompson (she/her) Aug 24, 2022 Bay Area Community Resources Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Aug 25, 2022 1 Exhibit A: Scope of Services BACKGROUND AND OBJECTIVES Through the Climate Corps Program, Bay Area Community Resources (BACR) is collaborating with public and nonprofit organizations across the state of California to recruit, train, and place Climate Corps AmeriCorps Fellows at public and nonprofit organizations (host agencies). Fellows support greenhouse gas reduction programs or other sustainability projects, such as implementing programs that save energy, water, or waste; educating students in classrooms or online; developing Greenhouse Gas Inventories, Climate Action Plans, and other capacity- building documents; outreach to raise community engagement. BACR will partner with the City of Cupertino (the City) as a host agency for a Climate Corps fellow placement. BACR and the City will work together to promote the partnership and its benefits to the community at large. The objectives of the Climate Corps program are as follows: ● The City will be able to report measurable reductions in GHGs, energy, water, or waste at the end of the placement. ● Fellow may support the City through efforts in community outreach, capacity building climate resiliency projects, and K-12 youth education. ● Fellow will be able to develop a practical skill set and expertise in the realm of climate change management at the community level. ● The City will increase community participation towards further GHG reductions through volunteer opportunities that are created and/or increased through the participation of the Fellow. ● Fellow will devote an average minimum of 24 hours per week to directly working on emissions, water, waste, or energy reduction projects. PROJECT ACTIVITIES BACR agrees to: ● Be the official employer-of-record for the AmeriCorps Fellow. ● Pay the Fellow a living stipend of $2,636.00/month, as well as provide coverage options for healthcare, childcare, and student loan deferment. ● Recruit, screen, and select an AmeriCorps Fellow. BACR understand that the City will assist in the recruitment and selection of the Fellow, including, without limitation, developing a position description, conducting interviews, and participating in the final selection of the Fellow. The Fellow must be a permanent resident of California by the time required background checks are conducted before the start of the Fellowship. 2 ● Train and support Fellow with a comprehensive training program that includes a training manual, a week-long orientation led by an array of experts, monthly trainings, a mid-year retreat, supervision meetings, and two performance reviews. ● Assign a Regional Supervisor to the City whose main function is to support both the City and the Fellow during the term of service through monthly verbal check-in meetings, email support, professional development resources, and conflict resolution, if necessary. ● Work with the City to develop a specific Scope of Work plan for Fellow that aligns with the GHG reduction initiatives provided by City within the first month of service. ● Define and develop metrics for the Fellow to measure and track the progress of resource waste reduction, K-12 education, capacity building, or community outreach throughout the placement. ● Define and implement any corrections to Fellow’s plan determined to be necessary based on feedback collected from Fellow and the City. The following are expectations of the City as part of its role as a host agency: ● Provide at least one specific GHG reduction initiative that the Fellow can work on during their term of service. Initiatives must be well-defined, approved for implementation and include specific emissions, water, waste, or energy reduction, and/or education, community outreach, or capacity-building targets, or have the capacity to define specific project targets. The City will work with BACR to finalize a mutually agreed-upon Scope of Work no sooner than one month after the Fellow begins work. ● Assign a Site Supervisor who will be available to devote no fewer than four (4) hours per month of one-on-one time with Fellow. The Site Supervisor will be available to support the Fellow(s) and provide specific guidance and tasks as they complete their projects. ● Complete monthly verbal reporting to BACR in Regional Supervisor check-in meetings, indicating whether progress is being made on the initiatives. ● Provide feedback on program’s effectiveness: two times a year, fill out and submit an evaluation form to provide feedback on Fellow activities, performance, and offer data on specific resource or GHG reduction metrics. ● Attend or send a representative to the Partner Orientation and Mid-Year Call (via webinar). ● Allow BACR to share results from this program through grant reporting and other means as BACR deems appropriate. ● Ensure that the Fellow does not do the following while charging time to the AmeriCorps Program, accumulating service or training hours, or otherwise performing activities supported by the AmeriCorps Program: ○ Engage in any activity that is illegal under local, state or federal law; ○ Engage in activities that pose a significant safety risk to others; ○ Engage in any of the Prohibited Activities outlined in the Policies & Procedures handbook, including, but not limited to: 3 ■ Attempting to influence legislation; ■ Organizing or engaging in protests, petitions, boycotts, or strikes; ■ Assisting, promoting, or deterring union organizing; ■ Impairing existing contracts for services or collective bargaining agreements; ■ Engaging in partisan political activities, or other activities designed to influence the outcome of an election to any public office; ■ Participating in, or endorsing, events or activities that are likely to include advocacy for or against political parties, political platforms, political candidates, proposed legislation, or elected officials; ■ Engaging in religious instruction, conducting worship services, providing instruction as part of a program that includes mandatory religious instruction or worship, constructing or operating facilities devoted to religious instruction or worship, maintaining facilities primarily or inherently devoted to religious instruction or worship, or engaging in any form of religious proselytization; ■ Providing a direct benefit to a business organized for profit; a labor union; a partisan political organization; or a nonprofit organization that fails to comply with the restrictions contained in section 501(c)(3) of the Internal Revenue Code of 1986 except that nothing in this section shall be construed to prevent participants from engaging advocacy activities undertaken at their own initiative; and ■ An organization engaged in the religious activities described in paragraph (g) of this section, unless AmeriCorps assistance is not used to support those religious activities; ■ Conducting a voter registration drive or using AmeriCorps-funded time to conduct a voter registration drive; ■ Providing abortion services or referrals for receipt of such services; and ■ Such other activities as the AmeriCorps may prohibit. ○ AmeriCorps members may support fundraising and resource-gathering for direct support of your program's service activities, but with restrictions: ■ Examples of fundraising activities AmeriCorps members may perform include, but are not limited to, the following: ● Seeking donations of books from companies and individuals for a program in which volunteers teach children to read; ● Support research and writing of a grant proposal to a foundation to secure resources to support the training of volunteers; ● Securing supplies and equipment from the community to enable volunteers to help build houses for low-income individuals; 4 ● Securing financial resources from the community to assist in launching or expanding a program that provides social services to the members of the community and is delivered, in whole or in part, through the members of a community-based organization; ● Seeking donations from alumni of the program for specific service projects being performed by current members. ■ AmeriCorps members may not: ● Raise funds for living allowances or for an organization's general (as opposed to project) operating expenses or endowment; ● Write a grant application to the Corporation or to any other Federal agency. ● Spend more than 10% of their term of service performing fundraising activities. ○ Individuals may exercise their rights as private citizens and may participate in the activities listed above on their initiative, on non-AmeriCorps time, and using non- AmeriCorps funds. ● Support and encourage the promotion of National Service through the following: ○ Posting AmeriCorps and National Service information at all service sites ○ Posting a list of the above Prohibited Activities at all service sites ○ Ensuring Fellow wears appropriate uniform or AmeriCorps pin as required by BACR ○ Allowing Fellow to leave the program site to participate in pre-arranged National Service identity activities and monthly training days. ○ Allowing Fellow to spend up to a maximum of 20% of their total hours on thematic professional development activities (including regular monthly programmatic training days). ● The City agrees to not hire the AmeriCorps Fellow as a full-time employee until and unless the Fellow completes their entire term of service as described in this Exhibit A: Scope of Services. BACR provides the following additional opportunities for the City to participate in program- wide support if desired: ○ Facilitating an all-day training event for all Fellows or, ○ Speaking during a session at one all-day training event for all Fellows FELLOW RECRUITMENT, HIRING, AND TERMINATION ● BACR and the City will explore reasonable next steps for recruitment in the event that BACR is unable to place a qualified Fellow at the City by the final possible start date. Next steps include a shorter term of service with corresponding lower payment amount 5 (dependent on availability), postponement to future term of service, or whatever solution is deemed most beneficial to BACR and the City. ● In the event that an AmeriCorps Member is hired to begin after the start of the program, the full match will still be required. All full-time AmeriCorps Members receive the same benefits and are expected to finish the term of service regardless of their start date so the cost remains the same. ● In the event that an AmeriCorps Member leaves the program for any reason aside from being hired as a full-time employee of the City, prior to the end date in the Fellow’s contract (i.e. Member Service Agreement), a pro-rated amount will be issued for match funds up until April 30, 2023. Pro-rated amounts are determined by the following equation: Total partner match divided by number of total stipend payments planned for the AmeriCorps Member multiplied by actual number of stipend payments distributed. The match is used throughout the year for AmeriCorps Member stipends, benefits, training, and programmatic costs; all Agency match funds will have been absorbed by the program by the April 30, 2023 deadline so no pro-rated amount will be issued after that date. ● If the City hires the Fellow before the end of the program year, BACR will charge the City $2,500 for the time and resources spent on recruiting, training, and supporting the Fellow. BACR agrees to recruit another Fellow to complete the term of service if the City desires, in which case the City must still pay BACR for the services described in Exhibit A: Scope of Services and according to the payment schedule outlined in Exhibit C: Compensation. In the event that the City does not desire a replacement Fellow, effectively ending the term of service, BACR will charge the City a final invoice of $5,000 to exit the program. In this case, the City will not be reimbursed for payments already made to BACR. 6 Exhibit B: Schedule of Performance The Fellow’s term of service with the City is for a period of 11 months. The term of service starts as soon as September 1, 2022 but no later than October 3, 2022, and ends no later than August 31, 2023. While working for the City, the Fellow will complete a minimum of 1,700 hours total to receive an end of program Segal Education Award of $6,495.00 and a California for All Education Award of $3,505.00. It is expected that the Fellow will devote 80-90% of their time (1,360-1,530 hours) to “Service” (projects agreed upon with the City and detailed in the Scope of Work) and 10-20% of their time (170-340 hours) to “Training” (structured and independent professional development opportunities including mandatory Climate Corps events). No more than 20% of time will be spent on “Training”. If a Fellow is unable to complete the expected number of hours by the end date in the Fellow’s contract (i.e. Member Service Agreement) due to any unforeseen circumstances during their term they may, at the discretion of BACR and the City, be allowed time to complete their hours at the City, or at another approved agency where there are service opportunities available. The last day Fellows are eligible to earn hours for the 2022-2023 program year will be August 31, 2023. 7 Exhibit C: Compensation The City will provide BACR with $28,000 per Fellow, and requests one (1) Fellow for the coming program year for a total payment amount of $28,000 to support the implementation of the program. The City will receive invoices one month prior to the scheduled payment date. This payment will be made according to the following schedule: ● Payment 1: o Due: November 30, 2022 o Amount: $14,000 ● Payment 2: o Due: January 31, 2023 o Amount: $7,000 ● Payment 3: o Due: March 31, 2023 o Amount: $7,000 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proce eds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non -contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self - insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self -insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subro gation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A -VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/3/2022 VANTREO Insurance Brokerage 100 Stony Point Rd,Suite 160 Santa Rosa CA 95401 Rebecca Chavez 707-546-2300 707-546-2915 certs@vantreo.com License#:0K07568 Nonprofits'Insurance Alliance of California BAYAREA-10 State Compensation Insurance Fund -SCIF 35076BayAreaCommunityResources,Inc. 171 Carlos Drive San Rafael CA 94903-2005 Accredited Specialty Insurance Company 16835 955418294 A X 1,000,000 X 500,000 20,000 1,000,000 2,000,000 X Professional Agg Y 2022-19709 7/1/2022 7/1/2023 2,000,000 Professional Agg 2,000,000 A 1,000,000 X X X 2022-19709 7/1/2022 7/1/2023 A X X 10,000,0002022-19709-UMB 7/1/2022 7/1/2023 10,000,000 X 10,000 B XY9233948-2022 7/1/2022 7/1/2023 1,000,000 1,000,000 1,000,000 A A C Abuse Liability Prof Liab (Abuse) Cyber Liability 2022-19709 2022-19709 2-CIA-CA-17-S0112268-00 7/1/2022 7/1/2022 7/1/2022 7/1/2023 7/1/2023 7/1/2023 Aggregate Aggregate Limit 2,000,000 2,000,000 1,000,000 Crime Liability -2022-19709-PROP -Effective 7/23/2022-7/01/2023 -Occurrence/AGG $500,000 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers as included as Additional Insured per form attached. Workers compensation waiver of subrogation applies per form attached. The City of Cupertino 10300 Torre Avenue Cupertino CA 95014 STATE ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY COMF'cNSATION IN SURANCE FUND HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME EFFECTIVE JULY 1, 2022 AT 12.01 A.M. AND EXPIRING JULY 1, 2023 AT 12.01 A.M. BAY AREA COMMUNITY RESOURCES, INC 171 CARLOS DR SAN RAFAEL, CA 94903 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. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION REP BS 9233948-22 RENEWAL NA 3-56-74-02PAGE 1 OF NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: 2572 �!,� JUNE 28, 2022 d�,�r, .d!/�<:� PRESIDENT AND CEO SCIF FORM 10217 (REV.7·2014) OLD DP 217 1 Bay Area Community Resources Climate Corps Program Final Audit Report 2022-08-25 Created:2022-08-24 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA16sjQ220yzdaluCcGwto1YsxzN5FdJsi "Bay Area Community Resources Climate Corps Program" Histo ry Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-24 - 4:30:42 PM GMT- IP address: 35.229.54.2 Document emailed to Gilian Corral (GileeC@Cupertino.org) for approval 2022-08-24 - 4:36:27 PM GMT Email viewed by Gilian Corral (GileeC@Cupertino.org) 2022-08-24 - 4:37:09 PM GMT- IP address: 104.47.74.126 Document approved by Gilian Corral (GileeC@Cupertino.org) Approval Date: 2022-08-24 - 4:38:27 PM GMT - Time Source: server- IP address: 73.170.32.218 Document emailed to Andre Duurvoort (andred@cupertino.org) for approval 2022-08-24 - 4:38:29 PM GMT Email viewed by Andre Duurvoort (andred@cupertino.org) 2022-08-24 - 5:09:25 PM GMT- IP address: 104.47.73.126 Document approved by Andre Duurvoort (andred@cupertino.org) Approval Date: 2022-08-24 - 5:11:56 PM GMT - Time Source: server- IP address: 71.198.102.171 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-08-24 - 5:11:58 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-08-24 - 6:44:19 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Adolfo Rivera (arivera@bayac.org) for signature 2022-08-24 - 6:44:21 PM GMT Email viewed by Adolfo Rivera (arivera@bayac.org) 2022-08-24 - 7:04:40 PM GMT- IP address: 172.226.212.23 Document e-signed by Adolfo Rivera (arivera@bayac.org) Signature Date: 2022-08-24 - 7:05:41 PM GMT - Time Source: server- IP address: 192.184.241.51 Document emailed to christopherj@cupertino.org for signature 2022-08-24 - 7:05:43 PM GMT Email viewed by christopherj@cupertino.org 2022-08-24 - 7:09:30 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-24 - 7:09:44 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-24 - 7:09:46 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Dianne Thompson (she/her) (diannet@cupertino.org) for signature 2022-08-24 - 7:09:48 PM GMT Email viewed by Dianne Thompson (she/her) (diannet@cupertino.org) 2022-08-24 - 8:01:26 PM GMT- IP address: 172.226.212.5 Document e-signed by Dianne Thompson (she/her) (diannet@cupertino.org) Signature Date: 2022-08-24 - 8:01:59 PM GMT - Time Source: server- IP address: 174.194.209.56 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-24 - 8:02:02 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-25 - 3:40:55 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-25 - 3:41:01 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-08-25 - 3:41:01 PM GMT