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07-006, Live Oak Adult Day Services 67-00b Contract No. Live Oak Adult Day Services COMMUNITY DEVELOPMENT BLOCK GRANT CITY/NON-PROFIT CONTRACT THIS Contract is entered into pursuant to the Catalog of Federal Domestic Assistance (CFDA) 14.218 by and between the CITY OF CUPERTINO, a political subdivision of the State of California (hereinafter "CITY"), and LIVE OAK ADUL T DAY SERVICES a non-profit corporation (hereinafter "CORPORATION"). The allocation of funds pursuant to this Contract will be a loan or a grant. If the allocation is a loan, then Exhibit H (the Loan Agreement) will be attached hereto and become part of this Contract by this reference as though fully set forth herein. CITY approved the allocation and disbursement of Community Development Block Grant (hereinafter "CDBG") funds to CORPORATION on April 4. 2006. WITNESSETH WHEREAS, CITY has applied for and received CDBG Entitlement Program funds (hereinafter "PROGRAM") from the United States Department of Housing and Urban Development (hereinafter "HUD") as an entitlement jurisdiction pursuant to the provisions of Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383 as amended; and, WHEREAS, CITY has agreed to the use by CORPORATION, as a subrecipient, of a portion of CITY'S CDBG entitlement for the Project as described below to be operated within CITY and will benefit low and very low-income households or meet another National Objective of the CDBG Program; NOW, THEREFORE, the parties agree as follows; I. PROJECT CITY agrees to allocate a portion of its current CDBG entitlement, and/or program income as defined in 24 CFR 570 Subpart J, "Grant Administration," to CORPORATION as a subrecipient, being the sum ofEi2ht Thousand Seven Hundred Thirtv Seven Dollars and No Cents ($8.737.00) for the purpose of implementing the CORPORATION'S project (hereinafter "Project"), as more particularly described in numerous exhibits marked as noted herein, attached to this Contract, incorporated by this reference, as though fully set forth, as follows: Exhibit "A" (Project Description), Exhibit "B" (Project Work Plan), Exhibit "c" (Proposed Implementation Time Schedule), Exhibit "D" (Project Budget), Exhibit "E" (Certifications), Exhibit "F" (Assurances), Exhibit "G" (Indemnity and Insurance Requirements), Exhibit "H" (Loan Agreement) if applicable, and Exhibit "I" (Contracting Principles Documents). II. TERM A. The purpose of this Contract is for the CITY to disburse CDBG funds for eligible activities. Unless amended prior to its expiration, the term ofthis Contract for disbursement purposes will begin on 7/1/06 and will end on 6/30/07 unless terminated earlier pursuant to Section VI or Section VII of this Contract. B. The term of the expenditure by CORPORATION of the allocation provided for herein will begin on 7/1/06 and terminate on the earliest of the following dates as set forth herein: 6/30/07, or later date per amendment to this Contract; or upon the termination date established pursuant to Section VI or Section VII of this Contract. C. If the allocation is a loan, then the terms of the Loan Agreement (which is different from the term of this Contract) shall be as specified therein (see Exhibit H, if applicable). D. If the allocation is a grant for the purpose of acquiring real property, the term of Project compliance will be as specified in Section VIII paragraph C. below. III. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION will: 1. Provide CITY with copies of the following documents, evidencing filing with the appropriate governmental agency: 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 non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 2. During the Contract term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to DIRECTOR. . 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. Page 2 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement. doc 4. Open to the public, meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the PROGRAM within the City of Cupertino, for the purpose of benefiting low and very low-income households. 2. File quarterly reports as required by CITY on the type and number of services rendered through the operation of the PROGRAM, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the PROGRAM is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten days after the close of each reporting period and must cover the three months immediately preceding the date on which the report is filed. 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 receipt of such award, inform CITY within ten days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate project-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino through the Housing and Community Development Act of 1974, as amended." 6. CORPORATION agrees it will carry out the principles as provided in Presidents Executive Order 11246 of September 24, 1965. 7. Utilize disadvantaged business enterprises (DBE) vendors, suppliers, and contractors to the maximum extent feasible, for items funded pursuant to this Contract, in accordance with City policy. 7. Comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours, the Safety Standards Act, the Copeland "Anti-Kickback" Act (40 U.S.C. 276, 327-333) and all other Page 3 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc applicable federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. CORPORATION must maintain documentation, which demonstrates compliance with hours and wage requirements of this part. Such documentation will be made available to the CITY for review upon request. CORPORATION agrees that, except with respect to the rehabilitation or construction of residential properties of less than eight (8) households, all contractors engaged in contracts in excess of$2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this contract, shall comply with federal requirements pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 1,3,5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 8. Comply with the requirements ofthe Flood Disaster Protection Act of 1973 (PL. 2234) in regard to the sale, lease or other transfer ofland acquired, cleared or improved under the terms of this contract. 9. Comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR, Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Contract. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. 10. "Section 3" Clauses. a. Compliance. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Contract, shall be a condition of the federal financial assistance provided under this Contract and binding upon the CITY, the CORPORATION, and any sub-recipients. Failure to fulfill these requirements shall subject the CITY, the CORPORATION, and any sub-recipients, their successors and assigns, to those sanctions specified by the Contract through which federal assistance is provided. The CORPORATION certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. The CORPORATION further agrees to comply with these "Section 3" requirements and to include the following language in all subcontracts executed under this Contract: Page 4 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc "The work to be performed under the Contract is a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project." The CORPORATION certifies and agrees that no contractual or other disability exists which would prevent compliance with the requirements. b. Notifications. The CORPORATION agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other agreement or understanding, if any, a notice advising said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts. The CORPORATION will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the sub-Subrecipient is in violation of regulations issued by CITY. The CORPORATION will not subcontract with any sub-Subrecipient where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let any subcontract unless the sub-Subrecipient has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. C. Fiscal Responsibilities of CORPORATION. CORPORATION will: 1. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. 2. Comply with the requirements and standards of Title 24 Code of Federal Regulations, Part 570 of the Housing and Urban Development regulations concerning CDBG and all federal regulations and policies issued pursuant to these regulations and OMB Circular No. A-122 "Cost Principles for Non-Profit Organizations, and with the following Attachments to OMB Circular A-II 0:" a) Attachment A, "Cash Depositories," except for paragraph 4 concerning deposit insurance; b) Attaclunent B, "Bonding and Insurance;" Page 5 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc c) Attachment C, "Retention and Custodial Requirements for Records", except that in lieu of the provisions in paragraph 4, the retention period for records pertaining to individual CDBG activities starts from the date of submission of the annual performance and evaluation report, as prescribed in 570.507, in which the specific activity is reported on for the final time; d) Attachment F, "Standards for Financial Management Systems;" e) Attachment H, "Monitoring and Reporting Program Performance," paragraph 2; f) Attachment N, "Property Management Standards," except for paragraph 3 concerning the standards for real property, and except that paragraphs 6 and 7 are modified so that: i) In all cases in which personal property is sold, the proceeds shall be progralllincollle, and ii) Personal property not needed by the CORPORATION for CDBG activities will be transferred to the recipient for the CDBG PROJECT or will be retained after compensating the recipient; and g) Attachment 0, "Procurement Standards." 3. Comply with the audit requirements of OMB Circular A-B3 which require compliance with the Single Audit Act for any non-profit agency expending $500,000 or more of federal funds for the fiscal year. 4. Document all PROJECT costs by maintaining records in accordance with Section III, Paragraph D below. 5. Submit to the CITY, based on an agreed upon schedule, a request for payment, together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract term. Funds not disbursed will be returned to the Competitive Housing Pool for future reallocation. 6. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit G, "Indemnity and Insurance Requirements. " Page 6 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc 7. Items 1) through 6) above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Contract. 8. If CORPORATION does not use CDBG funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non- Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. 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 (a) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Contract or to operate the PROJECT, and (b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided for the Project. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 1. Until five years following date of final payment of this contract, or 2. For such longer period, if any as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five years from the date of termination. F. Examination of Records and Facilities. At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that BUD and the CITY, and/or any duly authorized representatives may until expiration of (a) five years after final payment under this Contract, (b) five years from the date of termination of this Contract, or (c) such longer period as may be described by applicable law, have access to and the right to examine its plants, offices and facilities used in the performance of this Contract or the operation of the PROJECT, and all its records with respect to the PROJECT and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make Page 7 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement. doc audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to the PROJECT and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORA TION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors, and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees including, but not limited to, those federal rules and regulations, executive orders, and statutes identified in Exhibit F ("Assurances"). Specifically, CORPORATION must comply with the requirements and standards ofOMB Circular No. A-122, "Cost Principles for Non-Profit Organizations", and the attachments to OMB Circular No. A-II 0 as described in section III. OBLIGATIONS OF CORPORATION, C. Fiscal Responsibilities of CORPORATION. H. Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination of this Contract may occur if the CORPORATION materially fails to comply with any term of the award, and that the award may be terminated for convenience in accordance with 24 CFR 85.44. I. Reversion of Assets. Upon expiration or termination of this Contract, or in the event HUD cancels the PROGRAM for any reason, the CORPORATION will transfer to the CITY any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the CORPORATION's control that was acquired or improved in whole or in part with CDBG funds (including CDBG funds provided to CORPORATION in the form of a loan) in excess of $25,000 must be: 1. Used to meet one of the national objectives stated in Title 24 CFR part 570.208 for a period of five years after expiration of this Contract, or for such longer period of time as required by the CITY; or, . 2. Reimburse the CITY an amount equal to the current market value of the property, less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property (reimbursement is not required after the period of time specified in I. 1. above). IV. OBLIGATIONS OF CITY A. Method of Payment. During the term of this Contract, CITY shall disburse CDBG funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the PROJECT, not to exceed the total sum of Ei2ht Thousand Seven Hundred Thirty Seven Dollars and No Cents ($8,737.00). CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based on CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet Page 8 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc goals and objectives as required in Exhibit B, ("Project Work Plan"), failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section VI, Paragraph B of this Contract or based on the refusalby CORPORATION to accept any additional conditions that may be imposed by HUD at any time, or based on the suspension or termination of the grant to CITY made pursuant to the Housing and Community Development Act of 1974, as amended. v. PROGRAM COORDINATION A. CITY. The CITY Executive will assign a single DIRECTOR for CITY who will render overall supervision of the progress and performance of this Contract by CITY. All services agreed to be performed by CITY will be at the overall direction of the DIRECTOR. B. CORPORATION. As of the date hereof, CORPORATION has designated Colleen, Hudgen to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Vera Gil Housing Services Division Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CORPORATION: Colleen Hudgen Executive Director Live Oak Adult Day Care Services Corporation 1147 Minnesota Avenue Address of Corporation San Jose. CA 95125 City, State, ZIP All notices will either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72) hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. Page 9 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc VI. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROJECT performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements, records, information and reports necessary for DIRECTOR to monitor, review and evaluate the performance of the PROJECT and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by CITY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: 1. If CORPORATION (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the PROJECT. 2. Ifthere is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the PROJECT. 3. If CORPORATION has taken any action pertaining to the PROJECT, which action required CITY approval, and such approval was not obtained. 4. If CORPORATION is in default under any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Project Work Plan"). C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any corrective action recommendation. CITY will have Page 10 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement. doc the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Contract as set forth in Section VII below. VII. TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non-compliance as defined in Section VI, Paragraph B; CORPORATION is in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or; there is reliable evidence that CORPORATION is unable to complete the Project as described in the attached Exhibits. The date oftennination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VI, either CITY or CORPORATION may suspend or terminate this Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued. C. Upon termination, CORPORATION will: 1. Be reimbursed for all documented allowable costs and expenses incurred in connection with the Project up to the date of such termination. CITY will be obligated to compensate CORPORATION only for allowable costs and expenses as determined by an audit or other monitoring method; 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 Contract. Such materials will become property of CITY. CORPORATION, however, will not be liable to CITY'S use of incomplete materials or for CITY'S use of completed documents ifused for other than the services contemplated by this Contract; and 3. Transfer to the CITY any CDBG funds on hand and any accounts receivable attributable to the use of CDBG funds. All assets acquired with CDBG funds will be returned to the CITY unless otherwise negotiated by separate contract. D. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CDBG entitlement fund granted to CORPORATION pursuant to this Contract. Page 11 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement. doc VIII. PURCHASING REAL OR PERSONAL PROPERTY CORPORATION and CITY will comply with all applicable Federal Regulations as detailed by 24 CFR Part 570, Subpart J, i.e. 570.500 (Definitions), 570.503 (Agreements with Subrecipients), 570.504 (Program Income), and 570.505 (Use of Real Property), with regards to the use and disposal of Real or Personal Property purchased in whole, or in part, with CDBG funds. In addition, 24 CFR Part 85 (the Common Rule) includes definitions which apply to CDBG Real Property, however, the Common Rule section governing Real Property (CFR 85.31) DOES NOT APPLY TO CDBG ACTIVITIES. A. The following definitions apply to this Contract pursuant to 24 CFR, Part 58 (Common Rule) 85.3: 1) Equipment means tangible, non-expendable, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit. 2) Title as defined in detail in 24 CFR, Part 85.32 (a). 3) Use as defined in detail in 24 CFR, Part 85.32 (c) (1). 4) Supplies as defined in detail in 24 CFR, Part 85.33. 5) Procurement, Use and Disposition of Real Property as defined in detail by 24 CFR, Part 570.503 (Agreements with Subrecipients), 570.505 (Use of Real Property), and 570.504 (Program Income). B. Security Document. As a condition precedent to CITY loaning funds for the purchase of real property or an option to purchase real property, CORPORATION will prepare and execute a Loan Agreement (Exhibit H), Promissory Note, Deed of Trust and such other Contracts restricting the use of said real property for purposes consistent with this Contract, HUD and CDBG requirements. C. Grants. If a grant is provided for the acquisition of real property, CORPORATION will continually operate its Project for a minimum period of six (6) years from the effective date of this Contract. This obligation will survive the term of this Contract, the assigr1ment or assumption of this Contract and the sale of the property prior to expiration of the obligation period as set forth in this paragraph. If this obligation is not fully met, CORPORATION may be required to reimburse the CITY. The CITY may consider, but will not be limited by, the following factors in calculating the reimbursement obligation: initial grant sum; the duration of the initial contractual obligation to operate the Project versus the actual duration of operation and; the appreciated value. Page 12 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement. doc D. Relocation, Acquisition, and Displacement. CORPORATION agrees to comply with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing CDBG funds, and to the displacement of persons, businesses, and non-profit organizations as a direct result of any acquisition of real property utilizing CDBG funds. CORPORATION agrees to comply with applicable state laws, City Ordinances, Resolutions, and Policies concerning displacement of individuals from their residences. IX. PROGRAM INCOME Income generated by the Project, is Program Income and shall be regulated by all provisions of Title 24 CFR 570 Subpart J "Grant Administration," 570.503 "Agreements with Subrecipients," and 570.504 "Program Income." CORPORATION will annually report all program income generated by activities carried out with CDBG funds made available under this Contract. By way of further limitations, CORPORATION may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to the CITY at the end of the Contract period. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will 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 independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY A. None of the work or services to be performed hereunder will 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 ten days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or sub-contract, the subcontractors, assignees or delegates shall be deemed to be employees of CORPORATION, and CORPORATION will be responsible for their performance and any liabilities attaching to their actions or omissions. B. This Contract may not be assumed nor assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any infornlation regarding applicants for services offered by the PROJECT pursuant to this Contract or their immediate Page 13 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc families which may be obtained through application forms, interviews, tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information will be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities under this Contract, including those furnishing services under the PROJECT through approved subcontracts. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit G, "Indemnity and Insurance Requirements," CORPORATION will indemnify and hold harmless the CITY, its employees, agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION's Project to comply with applicable laws, ordinances, codes, regulations and decrees, including without limitation those set forth in Exhibit E, "Certifications." XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any . breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect touch breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the PROJECT or this Contract. XV. NON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of payor other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental Page 14 of 16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the CDBG funds disbursed for this project. XVI. AMENDMENTS Amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such amendments, and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto. Amendments will not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its obligations under this Contract. XVII. INTEGRATED DOCUMENT This Contract contains the entire Agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral Agreements with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms of obligations contained in any documents comprising this Agreement. XVIII. MISCELLANEOUS A The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. B. All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit "A" (PROJECT Description), Exhibit "B" (PROJECT Work Plan), Exhibit "C" (Proposed Implementation Time Schedule), Exhibit "D" (Project Budget), Exhibit "E" (Certifications), Exhibit "F" (Assurances), Exhibit "G" (Indemnity and Insurance Requirements), Exhibit "H" (Loan Agreement) if applicable, and Exhibit "I" (Contracting Principles Documents). C. The persons signing below are duly authorized to execute this Contract. Page 15 of16 H:\-CDBG\Subrecipient Agreements\Live Oak Adult Day Services\2006-07 Live Oak Adult Day Services Agreement.doc