04-081 Cupertino Community Services-Affordable Placement Services
AGREE]VIENT
This Agreement is made and entered into this 19th day of July, 2004, by and between the
CITY of Cupertino, a municipal corporation ("CITY") and Cupertino Community Services, a
nonprofit corporation ("CORPORATION").
WITNESSETH
WHEREAS, CITY has accrued Below Market Rate (BMR) in-lieu fees to be used to
promote affordable housing development in Cupertino
WHEREAS, CITY has agreed to allocate a portion of its BMR in-lieu funds to
CORPORATION as a subrecipient for public service related activities within the CITY which
shall primarily benefit very low and low income households and shall promote affordable
housing in Cupertino.
NOW, THEREFORE, the parties agree as fellows:
I. PROGRAM
CITY agrees to allocate to the CORPORA'T'ION a sum not to exceed $65,000.00 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) Exhibit "C" (Time
Schedule) and Exhibit "D" (Project Budget).
II. TERM
The term of this Agreement shall begin July 1, 2004 and shall terminate June 30, 2005, 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 C>F 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,
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.
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.
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 maint~~ining 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 summery 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 that 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.
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,
3. If this Agreement is completely or parti~illy 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;
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 Sixty Five Thousand Dollars and No Cents
($65,000.00) 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, includin;, 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.
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 C:[TY 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:
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.
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 CORPORATIONd President and/or Executive Director to appear
at a hearing or meeting called for the purpo:~e 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 Senior Planner (Housing Services), 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
of this Agreement.
C. Correspondence: All correspondence and notices required by this Agreement shall be sent to
the parties at the following address:
CITY: Senior Planner (Housing Services), Community Development Department, City of
Cupertino, 10300 Torre Avenue, Cupertino, CA 95014
CORPORATION: Executive Director, 10104 Vista Drive, 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. TERM]NATION
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 ~'II or Section V, CORPORATION shall:
1. be paid for all documented services a~;tually 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 determi~led 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 BMR in-lief funds on hand and any accounts receivable
attributable to the use of BMR in-lieu funds. All assets acquired with BMR in-lieu
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.
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.
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 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 oar counselors, or any other source. Without the
written permission of the applicant, such inforrrcation 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 t~~ 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 <<pplicable 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.
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 rio 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 ar.~y 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 sl~ch 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.
EXHIBIT A
PROJECT PROPOS~~L COVER SHEET
Name of Applicant: Program Year:
Cu ertino Communit Services 2004-2005
Contact Person: Title: Project # (For Office Use Only)
Erica Headle Housin Director
Address: City: State: Zip Code:
10104 Vista Drive Cu ertino CA 95014
Telephone number: Fax Number: E-mall Address:
408-255-8033 408-366-6090 ccs@cu ertinocommunit services.or
Affordable Hou
Project/Program Loc.
10104 Vista Dri
Project Type:
^ Single Family X Homeownership ^ New Construction
^ Multifamily X Rental ^ R.ehabilitation
^ Mixed Use
^ Public Service
Project Description:
Please describe the project with as many details .as possible. Include general information, such
as the number of units, number of Cupertino residents that will be served, services that will be
provided, etc.
The BMR Rental Program places low and very lo~v income residents in over 115 BMR rental units.
CCS documents eligibility and maintains an open working waiting list for prospective tenants. CCS re-
qualifies all tenants on the anniversary of their move-in date or when the HUD guidelines are
announced. CCS also screens and places eligible seniors into affordable units identified by the City.
Currently, CCS manages 10 units at Chateau CupE~rtino and provides subsidies for very low income
seniors to allow them to stay at The Chateau. CCS' Housing Services Program Director also conducts
annual audits of the 37 units and two Cupertino ~~MR complexes not directly managed by the CCS
office.
The BMR Sales Program identifies, qualifies and places median and moderate income home buyers.
CCS qualifies and maintains a waiting list for future sales projects. Cupertino is scheduled to have 16
units come up for sale in the next fiscal year. CCS also administers any resale of BMR purchased units
to appropriate qualified buyers. CCS staff conducts annual residency verifications and audits.
The Transitional Housing Program is a four-plex that houses up to 22 homeless men, single mothers
and children. Successful graduates of the Rotating :>helter Program and referred women and children
qualify for this program for a maximum of two years. CCS provides on-going intensive case
management, supervision and resources to ensure the progress of these tenants in becoming self
sufficient.
CCS creates and distributes outreach materials to I~ublicize the availability of all Affordable Housing
Programs. CCS staff provides annual updated BMR informational brochures and statistical information
to the City and the public. Staff works with the Housing Commission to ensure that the Program follows
City goals and objectives on a continuous basis.
Do to the nature of the affordable housing crisis in the Silicon Valley, CCS not only works to place
households in the BMR Program but offers case management to find appropriate housing for all
CITY OF CUPERTINO
PROJECT WORK PLAN
FY 2004/2005
AGENCY NAME Cupertino Community Services
PROJECT NAME Affordable Housing Program
EXHIBIT B
DATE PREPARED August 2°d. 2004
Specific Activities
• Provide PR for BMR Program
• Update informational packets
annually (i.e. application, trifolds,
website, etc.).
• Distribute packets to appropriate
locations (i.e. library, City Hall, school
districts, Community Centers, etc.).
• Process applications (inc.
interviews and re-certifications).
• Maintain active waiting list and all
units occupied.
• Audit participating rental
complexes and sale units.
Work with the Housing Commission
for advocating according to the City
goals for affordable housing.
Products or Milestones to be accomplished
(Use Specific Numerical Data When Possible)
• To be done on an as needed on-
going basis. (minimum of four
annually)
• To be done annually/to follow HUD
release dates
• To be done annually/to follow HUD
release dates
• Keep adequate households for
vacancies.
• To be done annually/to follow HUD
release dates.
• On-going.
Benchmarks or Beneficiaries
For Each Quarter
Quantif When Possible
1st 2nd 3rd 4th TOTAL
X
X
X
X
X
• Provide shelter & case
management.
22 homeless men, women & children
will receive shelter & case
management.
5 I 5 I 5 I 8 I 23
EXHIBIT C
Proposed Implementation Time Schedule
Fiscal Year 2004-2005
Agency Name: Cupertino Community Services
Project Name: Affordable Housing Program
Date: August 2°d, 2004
S' ecific Activities Jul Au Se Oct' `Nov > Dec Jan Feb Mar A r Ma Jun
Provide PR for BMR Program. Distribute packets to X X X X X X X X X X X X
appropriate locations (i.e. library, City Hall, school
districts, Communit Centers, etc.).
Update informational packets (i.e. application, X X X X X X X X X X X X
trifolds, website, etc.).
Process applications (inc. interviews and re- X X X X X X X X X X X X
certifications). Maintain active waiting list and all
units occu ied.
Audit artici atin rental com lexes and sale units. X X X
Work with the Housing Commission for advocating X X X X X X X X X X X X
accordin to the Cit oafs for affordable housin .
EXHIBIT E
BASIC INSURANCE AND BOND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" as the word is used herein is the party
contracting with the City of Cupertino for thE~ direct distribution of CDBG funds. If your
organization will be contracting for construction work (such as general contractors
building rental apartments) to undertake a I~rogram (as defined in this Non-Profit/City
Contract) then the requirements set forth I'~erein shall be complied with by the party
contracted with for construction work protecting both the non-profit and the City.
Indemnity
The Contractor shall indemnify, defend, and hold harmless the City of Santa Clara
(hereinafter "City"), its officers, agents and employees from any loss, liability, claim,
injury or damage arising out of, or in connection with performance of this Contract by
Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or
damage caused solely by the acts or omissions of personnel employed by the City. It is
the intent of the parties to this Contract to I~rovide the broadest possible coverage for
the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses
and liabilities incurred with respect to any litigation in which the Contractor is obligated
to indemnify, defend and hold harmless the (amity under this Contract.
Insurance
Without limiting the Contractor's indemnificai:ion of the City, the Contractor shall provide
and maintain at its own expense, during the term of this Contract, or as may be further
required herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Contract, thE~ Contractor shall provide on the City's own
form or a form approved by the City's Insurance Manager an original plus one copy of a
Certificate of Insurance certifying that coverage as required herein has been obtained
and remains in force for the period required ray this Contract. The contract number
and project name must be stated on tl~e Certificate of Insurance. The City's
Special Endorsement form shall accompany the certificate. Individual endorsements
executed by the insurance carrier may be substituted for the City's Special
Endorsement form if they provide the coverage as required. In addition, a certified copy
of the policy or policies shall be provided by i:he Contractor upon request.
This verification of coverage shall be sent to the address as shown on the City's
Certificate of Insurance form and to the Hou:~ing and Community Development Program
at the address set forth in this Contract at Section VI. PROGRAM COORDINATION,
Paragraph C., NOTICES. The Contractor sf'~all not issue a Notice to Proceed with the
work under this Contract until it has obtained all insurance required and such insurance
has been approved by the City. This appr~~val of insurance shall neither relieve nor
decrease the liability of the Contractor.
EXHIBIT E -NON-PROFITS 1 REVISED 6/8/95
B. Notice of Cancellation of Reduction of Coverage
All policies shall contain a special provision f~~r thirty (30) days prior written notice of any
cancellation or reduction in coverage to Ise sent to the Community Development
Department, 10300 Torre Avenue, Cupertino, CA 95014.
C. Qualifying Insurers
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 approve~9 by the City's Insurance Manager.
D. Insurance Required
1. Comprehensive General Liability Insurance -for bodily injury (including death)
and property damage which provides limits of not less than one million dollars
($1,000,000) combined single limit (C:~L) per occurrence.
OR
2. Commercial General Liability Insurarn:,e -for bodily injury (including death) and
property damage which provides limits as follows:
a. General limit per occurrence - x;1,000,000
b. General limit aggregate - $2,000,000
c. Products/Completed Operation:- $1,000,000 aggregate
d. Personal Injury limit - $1,000,OCiO
If coverage is provided under a Commercial General Liability Insurance form, the
carrier shall provide the City Insuran~~e Manager with a quarterly report of the
amount of aggregate limits expended to that date. If over 50% of the aggregate
limits have been paid or reserved, the City may require additional coverage to be
purchased by the Contractor to restorE~ the required limits.
3. For either type of insurance, coverage shall include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars
($1,000,000) per occurrence/ a~~gregate to be maintained for two (2) years
following acceptance of the work by the City.
EXHIBIT G -NON-PROFITS 2 REVISED 6/8/95
c. Contractual Liability expressly including liability assumed under this
Contract.
d. Personal Injury liability.
e. Independent Contractors' (Protective) liability.
f. Severability of Interest clau:~e providing that the coverage applies
separately to each insured excE;pt with respect to the limits of liability.
4. For either type of insurance, coverage shall include the following endorsements,
copies of which shall be provided to the City:
a. Additional Insured Endorsement:
Such insurance as is afforded by this policy shall also apply to the City of
Cupertino, and members of thE~ City Council, and the officers, agents and
employees of the City of Cupertino, individually and collectively, as
additional insureds.
b. Primary Insurance Endorsement:
Such insurance as is afforded key the additional insured endorsement shall
apply as primary insurance, and other insurance maintained by the City of
Cupertino, its officers, agents, and employees shall be excess only and
not contributing with insurance provided under this policy.
c. Notice of Cancellation or Change of Coverage Endorsement:
This policy may not be cancelled nor the coverage reduced by the
Company without 30 days prior written notice of such cancellation or
reduction in coverage to the City of Cupertino at the address shown on
the Certificate of Insurance.
d. Contractual Liability Endorsement:
This policy shall apply to liabilit~~ assumed by the insured under written
contract with the City of Cupertino.
e. Personal Injury Endorsement:
The provisions of this policy shell provide Personal Injury coverage.
f. Severability of Interest Endorsement:
EXHIBIT G -NON-PROFITS 3 REVISED 6/8/95
The insurance afforded by this policy shall apply separately to each
insured that is seeking coverage or against whom a claim is made or a
suit is brought, except with resK>ect 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 i~or all employees engaged in services or
operations under this Contract.
c. Inclusion of the City and its governing board(s), officers, representatives,
agents, and employees as additional insureds, or a waiver of subrogation.
7. Professional Errors and Omissions Li~ibility Insurance
This type of insurance should be provided by persons/entities you contract with
to provide you with professional services.
a. Limits of not less than one milli~~n dollars ($1,000,000).
b. If this policy contains a self retention limit, it shall not be greater than ten
thousand dollars ($10,000) per occurrence/event.
c. This coverage shall be maintained for a minimum of two (2) years
following termination of this Contract.
The City must first approve any exceptions to the above requirements.
8. Bond Requirements
Fidelity Bond -Before receiving compensation under this Contract, Contractor
will furnish City with evidence that all officials, employees, and agents handling
or having access to funds receivs~d or disbursed under this Contract, or
authorized to sign or countersign checks, are covered by a BLANKET FIDELITY
BOND in an amount of AT LEAST' fifteen percent (15%) of the maximum
financial obligation of the City cited hE;rein. If such bond is cancelled or reduced,
Contractor will notify City immediately, and City may withhold further payment to
EXHIBIT G -NON-PROFITS 4 REVISED 6/8/95
Contractor until proper coverage has been obtained. Failure to give such notice.
may be cause for termination of this Contract, at the option of the City.
9. Special Provisions
The following provisions shall apply to this Contract:
a. The foregoing requirements ~~s to the types and limits of insurance
coverage to be maintained by the Contractor and any approval of said
insurance by the City or its insurance consultant(s) are not intended to
and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by thE~ Contractor pursuant to this Contract,
including but not limited to the K~rovisions concerning indemnification.
b. The City acknowledges that some insurance requirements contained in
this Contract may be fulfille~~ by self-insurance on the part of the
Contractor. However, this shall not in any way limit liabilities assumed by
the Contractor under this Contract. The City shall approve any self-
insurance in writing.
c. The City reserves the right to ~nlithhold payments to the Contractor in the
event of material noncompliance with the insurance requirements outlined
above.
d. If the Contractor fails to maint:~in such insurance as is called for herein,
the City must order the Contractor to immediately suspend work at
Contractor's expense until a ne~rv policy of insurance is in effect.
EXHIBIT G -NON-PROFITS 5 REVISED 6/8/95
ADDENDUM TO EXHIBIT "G"
BASIC INSURANCE AND BOND REQUIREMENTS
FOR CONSTRUCTION PRO.IECTS USING CITY FUNDS
If your organization will be contracting for construction work (such as general
contractors building rental apartments) to undertake a Program (as defined in this Non-
Profit/City Contract) then the requirements set forth in this Addendum to Exhibit "G"
shall be complied with by the party contracts~d with for construction work protecting both
the non-profit and the City.
Indemni
The General Contractor (hereinafter referre~~ to as "General") shall indemnify, defend,
and hold harmless the City of Cupertino (Hereinafter "City"), its officers, agents and
employees, and the Contractor, it's officers, agents and employees from any loss,
liability, claim, injury or damage arising out of, or in connection with performance of this
Contract by General and/or its agents, employees or subcontractors, excepting only
loss, injury or damage caused solely by the Picts or omissions of personnel employed by
the City or the Contractor. It is the intent of the parties to this Contract to provide the
broadest possible coverage for the City and the Contractor. The General shall
reimburse the City and the Contractor for all costs, attorneys' fees, expenses and
liabilities incurred with respect to any litig~ition in which the General is obligated to
indemnify, defend and hold harmless the Cite and the Contractor under this Contract.
Insurance
Without limiting the General's indemnification of the City and the Contractor, the
General shall provide and maintain at its own expense, during the term of this Contract,
or as may be further required herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Contract, thE~ 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 Community Development Department, 10300 Torre Avenue, Cupertino, CA
95014. The Contractor shall not issue a ~lotice to Proceed with the work under this
Contract until it has obtained all insurancc: required and such insurance has been
approved by the Contractor and final appro~~al by the City. This approval of insurance
shall neither relieve nor decrease the liability of the Contractor.
B. Notice of Cancellation or Reduction o1 Coverage
EXHIBIT G -NON-PROFITS s REVISED 6/8/95
All policies shall contain a special provision for thirty (30) days prior written notice of any
cancellation or reduction in coverage to be sent to the Community Development
Department as stated above, and the Contractor at the following address:
Cupertino Commulnity Services
Contractor's Name
10104 Vista Drive
Street Address
Cupertino CA 9501!4
City, State, Zip
C. Qualifying Insurers
All policies shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A VIII, according to
the current Best's Key Rating Guide, unless otherwise approved by the City.
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 Poors (S&P) rating of A;
2. An admitted surety insurer which complies with the provisions of
the Code of Civil Procedure, Section 995.660*;
Of3
3. In lieu of 1 & 2, a comp<~ny of equal financial size and stability that
is approved by the City's Insurance/Risk Manager.
b. For projects between $25,000 ~r.nd not exceeding $100,000:
1. A California Admitted Surety and either a current A.M. Best B rated
Surety OR a current Standard and Poors (S&P) rating of B B;
OR
2. An admitted surety insurer which complies with the provisions of
the Code of Civil Procedure, Section 995.660*;
OR
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 Corrmissioner; 3) a certificate from City Clerk of Santa Clara
City 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 the execution of the bond.
EXHIBIT G -NON-PROFITS 7 REVISED 6/8/95
3. In lieu of 1 & 2, a company of equal financial size and stability that
is approved by the City':. Insurance/Risk Manager.
D. Insurance Reauired
1. Comprehensive General Liability Ins~,arance -for bodily injury (including death)
and property damage which provider limits of not less than one million dollars
($1,000,000) combined single limit (C~SL) per occurrence.
OIS
2. Commercial General Liability Insurance -for bodily injury (including death) and
property damage which provides limits as follows:
a. General limit per occurrence - ;1,000,000
b. General limit aggregate - $2,000,000
c. Products/Completed Operations- $1,000,000 aggregate
d. Personal Injury limit - $1,000,000
If coverage is provided under a Commercial General Liability Insurance form, the
carrier shall provide the City Insurance Manager with a quarterly report of the
amount of aggregate limits expended to that date. If over 50% of the aggregate
limits have been paid or reserved, the City may require additional coverage to be
purchased by the General to restore tl~e required limits.
3. For either type of insurance, coverage shall include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars
($1,000,000) per occurrence/aggregate to be maintained for two (2) years
following acceptance of the work by the City.
c. Contractual Liability expressl~~ including liability assumed under this
Contract.
d. Personal Injury liability.
e. Independent Contractors' (Protective) liability
f. Severability of Interest clau:~e providing that the coverage applies
separately to each insured excE;pt with respect to the limits of liability.
4. For either type of insurance, coveragE~ shall include the following endorsements,
copies of which shall be provided to the City and the Contractor:
EXHIBIT G -NON-PROFITS 8 REVISED 6/8/95
a. Additional Insured Endorsement:
Insurance afforded by this policy shall also apply to the City of Cupertino
and Contractor as additional insureds.
b. Primary Insurance Endorsement:
Insurance afforded by the additional insured endorsement shall apply as
primary insurance, and othE~r insurance maintained by the City of
Cupertino and the Contractor shall be excess only and not contributing
with insurance provided under this policy.
c. Notice of Cancellation or Charn~e of Coverage Endorsement:
This policy may not be canceled nor the coverage reduced by the
Company without 30 days prior written notice of such cancellation or
reduction in coverage to the City of Cupertino CDBG Program, and the
Contractor at the addresses set forth on page 10 of this Addendum.
d. Severability of Interest EndorsE~ment:
The insurance afforded by this policy shall apply separately to each
insured who is seeking cover2~ge or against whom a claim is made or a
suit is brought, except with res~>ect 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 i~or 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 Contractor and the City) shall be provided by the
Contractor.
The Contractor's coverage shall provic9e the following:
EXHIBIT G -NON-PROFITS 9 REVISED 6/8/95
a. Coverage shall be provided on an "all-risk" basis.
b. Coverage shall be provided ~~n the work and materials which are the
subject of this Contract, whetl~er 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 uni:il the work and materials are accepted by
the City.
c. City and non-profit shall be n~~med 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 exceE~d $1,000 per occurrence unless otherwise
approved by the City and shall be borne by the Contractor.
f. If the construction contractor f~~ils to maintain such insurance as is called
for herein, the City shall hive 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, Contractor shall file
with the City 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 City, ~~nd Contractor shall pay all premiums and
costs thereof and incidental thereto. Both Contractor and the sureties
shall sign each bond.
b. The "payment bond for public vvorks" 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 :hall be maintained in full force and effect
until all work under the Contract is completed and accepted by the City,
and until all claims for material: and tabor 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
EXHIBIT G -NON-PROFITS 10 REVISED 6/8/95
under the Contract. It shall also insure the replacing of, or making
acceptable, any defective materials or faulty workmanship.
Should any surety or sureties ~~e deemed unsatisfactory at any time by the
City notice will be given Contractor to that effect, and Contractor shall
forthwith substitute a new surety or sureties satisfactory to the City. No
further payment shall be deemed due or will be made under the Contract
until the new sureties qualify and are accepted by the City.
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 ;~s 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 Contractor 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 Community Development Department
promptly of all losses or cl~~ims 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 G -NON-PROFITS 11 REVISED 6/8/95
EXHIBIT F
ASSUR/~NCES
CORPORATION hereby assures and certifies tl~at it will comply with all regulations, policies,
guidelines and requirements applicable to the acceptance and use of Federal funds for this
Federally-assisted program and will be responsible for implementing and complying with all
relevant future changes to Federal Regulations or OMB Circulars. Specifically
CORPORATION gives assurances and certifies; with respect to the PROGRAM that it is in
compliance with the following Regulations as dE~fined 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.
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 RequirE;ment and Cost Principles. The CITY, its
Subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines,
and requirements of 24 CFR Part 85 (Common Rule), and OMB Circulars 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 Institution:> 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 pl~~nning of water or sewer facilities.
EXHIBIT F -ASSURANCES 1 REVISED 11/15/00