07-007, Eden Council For Hope and Opportunity
01-007
Contract No.
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 I
EDEN COUNCIL FOR ECONOMIC HOPE tf '() ppoitrUiVlTtf
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 of Eight Thousand Eight Hundred and Twenty Three Dollars
and No Cents ($8,823.00) 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 of this 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.
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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
applicable federal, state and local laws and regulations pertaining to labor standards
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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 of the Flood Disaster Protection Act of 1973
(P.L. 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:
"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
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of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 US.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-I10:"
a) Attachment A, "Cash Depositories," except for paragraph 4 concerning
deposit insurance;
b) Attachment B, "Bonding and Insurance;"
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
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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
program income, 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 ofOMB Circular A-133 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."
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
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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 ofOMB 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 HUD 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 ofthis 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
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.
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.
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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-110 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
ofCDBG 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 Ei2ht Hundred and Twentv Three Dollars and No Cents ($8.823.00) 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 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 refusal by
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.
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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 Maiorie
Rocha 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:
Mariorie Rocha
Name and Title of Executive Director
Eden Council for Hope and Opportunity
Corporation
770 A Street
Address of Corporation
Hayward. CA 94541-3996
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.
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
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for DIRECTOR to monitor, review and evaluate the performance ofthe 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. If there is pending litigation with respect to the performance by CORPORATION if
any of its duties or obligations under this Contract, which may materially jeopardize or
adversely affect the undertaking of or the carrying out of the 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 Proced!lre. 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
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.
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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 of termination will be as specified in the
notice.
B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set
forth in Section 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.
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.
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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.
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.
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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 assigr1ment, 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 information regarding
applicants for services offered by the PROJECT pursuant to this Contract or their immediate
families which may be obtained through application forms, interviews, tests, reports from public
agencies or counselors, or any other source. Without the written permission of 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.
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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
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.
Page 14 of 16
H:\-CDBG\Subrecipient Agreements\subrecipient agreement.doc
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. INTEGRA TED 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).
..
Page 15 of 16
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EXHIBIT A
PROJECT PROPOSAL COVER SHEET
Name of Applicant:
Eden Council for Ho
Contact Person:
Mar.one A. Rocha
Address:
770 A Street
Telephone number:
510-581-9380
Program Year:
2006-2007
Project # (For Office Use Only)
510-537-4793
State: Zip Code:
CA 94541
E-mail Address:
Mar ie echofairhousin .or
Name of Project/Program:
Fair Housine: Services
Project/Program Location:
457 Kin~sley Avenue, Palo Alto, CA 94301
Project Type:
D Single Family D Homeownership D New Construction D Mixed Use
D Multifamily D Rental D Rehabilitation [2J Public Service
Project Description:
Please describe the project with as many details as possible. Include general information, such
as the nUlllber of units, nUlllber of Cupertino residents that will be served, services that will be
provided, etc.
This project will address the problem of illegal discrimination in housing. Under federal and state laws, it is
illegal to deny housing to a person based on race, color, creed,gender, sexual orientation, national origin,
age, marital status, familial status, disability, or any other arbitrary reason. As a result of ECHO/MCFH's
educational and outreach efforts, residents and housing providers will become more informed of their
rights, responsibilities, and legal protections from discrimination.
ECHO/MCFH will provide the following services:
(1) Conduct an owner/manager training; (2) conduct 3 fair housing presentations; (3) distribute 870
brochures at public locations, such as libraries, community centers, government offices, etc; (4) staff booth
at TCAA Expo; (5) Conduct a Fair Housing Month activity; (6) Broadcast 40 public service announcements
over local radio and television; (7) Provide information & referrals to inquiries regarding discrimination &
landlord/tenant issues, & availability of housing to 30 households; (8) Provide information, investigation,
counseling, legal referral, & follow-up services, as appropriate, to 10 persons with allegations of illegal
discrimination; (9) Conduct a random fair housing audit of 5 properties to determine levels of illegal
discrimination and offer training where discrimination is suspected; (10) Recruit, train, and maintain
adequate pool of trained testers and conduct 2 tester trainings; (11) Maintain panel 0(8 cooperating
attorne s and conduct an Attome Trainin ; 12 Attendance at 4 fair housin collaborative meetin s.
EXHIBIT B
CITY OF CUPERTINO
PROJECT WORK PLAN
FY 200612007
AGENCY NAME Eden Council for Hope and Opportunity
DATE PREPARED 12/18/2006
PROJECT NAME Fair Housing Services
Specific Activities Products or Milestones to be accomplished Benchmarks or Beneficiaries
(Use Specific Numerical Data When Possible) For Each Quarter
Quantify When Possible
1st 200 3rd 4tb TOTAL
1. Conduct Owner/Manager Training One training - - 1 - 1
2. Conduct fair housing presentations Three trainings 1 1 1 - 3
3. Distribute brochures 870 brochures 225 225 225 195 870
4. Staff booth at TCM Expo One outreach to Owners/Managers - - 1 - 1
5. Fair Housing Month activity One activity - - - 1 1
6. Broadcast public service announcements 1 psa disseminated each quarter over 10 radio and/or 10 10 10 10 40
over local radio and television television stations
7. Provide information & referrals Respond to 30 inquiries 7 7 8 8 30
8. Provide information, counseling, Ten cases 2 2 3 3 10
investigations, and enforcement
9. Conduct a random fair housing audit of Five properties 1 1 2 2 6
Cupertino properties
10. Recruit, train, and maintain tester pool Provide one training - 1 - - 1
11. Maintain panel of 8 cooperating attorneys Conduct an Attorney Training - - - 1 1
12. On-going attendance at fair housing Attend four meetings 1 1 1 1 4
collaborative meetings
Proposed Implementation Time Schedule
Fiscal Year 2006 - 2007
Agency Name: Eden Council for Hope and Opportunity
Project Name: Fair Housinl!: Services
EXHIBIT C
Date: 12/19/2006
is "t~iij~f:i:~~iij'
1. Conduct Owner/Manager Training
Mar: MaJun
1
2. Conduct fair housing presentations
3. Distribute brochures
75
75
75 75
75
4. Staff booth at TCAA Expo
5. Fair Housing Month activity
6. Broadcast public service announcements over local radio
and television
7. Provide information & referrals
10
10
2
2
2
2
8. Provide information, counseling, investigations, and
enforcement
9. Conduct a random fair housing audit of Cupertino
ro erties
10. Recruit, train, and maintain tester pool
1
1
1
1
11. Maintain panel of 8 cooperating attorneys
12. On-going attendance at fair housing collaborative meetings
1
75
75 75
10
2
2
3
1
1
1
3
75
1
1
1 1 1
75
75 45
1
1
10
3
3
3
3
1
1
1
1
1
1
1
1
1
1
1
EXHIBIT D
BUDGET
For Grant Amount
FY 2006/2007
Agency Name: Eden Council for Hope and Opportunity
Project Name: Fair Housing Services
CATEGORY
Date Prepared: 12/19/2006
BUDGET FOR YEAR
SALARIES:
Personnel
Benefits
$4,387
$944
OFFICE EXPENSE:
Rent
Telephone/Fax
Printing
Travel
Advertising
Office Supplies
Postage
Equipment Maintenance
/Repair/Rental
Memberships/Publications
$1,248
$589
$16
$207
$6
$77
$34
$186
$41
PROJECT EXPENSES:
DP/Consultant Services
Auditing Fees
Insurance
Training/Education
FH Education Program
Tester Compensation
PROJECT CONSTRUCTION:
Appraisal
Engineering Services
ArchitecturalJDesign
Acquisition
$3
$36
$31
$40
$747
$231
TOTAL:
$8,823
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 Program (as defined in this Non-Profit/City Contract) then the requirements set forth
herein 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
provide the broadest possible coverage for the City. The Contractor shall reimburse the City for
all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which
the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract.
Insurance
Without limiting the Contractor's indemnification of the City, the Contractor shall provide and
maintain at its own expense, during the term of this Contract, or as may be further required
herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a
form approved by the City's Insurance Manager an original plus one copy of a Certificate of
Insurance certifying that coverage as required herein has been obtained and remains in force for
the period required by this Contract. The contract number and project name must be stated
on the Certificate of Insurance. The City's Special Endorsement form shall accompany the
certificate. Individual endorsements executed by the insurance carrier may be substituted for the
City's Special Endorsement form if they provide the coverage as required. In addition, a certified
copy of the policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the address as shown on the City's Certificate of
Insurance form and to the Housing and Community Development Program at the address set
forth in this Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES.
The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has
obtained all insurance required and such insurance has been approved by the City. This approval
of insurance shall neither relieve nor decrease the liability of the Contractor.
EXHIBIT E - NON-PROFITS
1
REVISED 6/8/95
B. Notice of Cancellation of Reduction of Coverage
All policies shall contain a special provision for thirty (30) days prior written notice of any
cancellation or reduction in coverage to be sent to the Community Development Department,
10300 Torre Avenue, Cupertino, CA 95014.
C. Qualifying Insurers
All policies shall be issued by companies which hold a current policy holder's alphabetic and
financial size category rating of not less than A VIII, according to the current Best's Key Rating
Guide, unless otherwise approved by the City's Insurance Manager.
D. Insurance Required
1. Comprehensive General Liability Insurance - for bodily injury (including death) and
property damage which provides limits of not less than one million dollars ($1,000,000)
combined single limit (CSL) per occurrence.
OR
2. Commercial General Liability Insurance - for bodily injury (including death) and property
damage which provides limits as follows:
a. General limit per occurrence - $1,000,000
b. General limit aggregate - $2,000,000
c. Products/Completed Operations- $1,000,000 aggregate
d. Personal Injury limit - $1,000,000
If coverage is provided under a Commercial General Liability Insurance form, the carrier
shall provide the City Insurance Manager with a quarterly report of the amount of
aggregate limits expended to that date. If over 50% of the aggregate limits have been paid
or reserved, the City may require additional coverage to be purchased by the Contractor to
restore the required limits.
3. For either type of insurance, coverage shall include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars ($1,000,000)
per occurrence/ aggregate to be maintained for two (2) years following acceptance
of the work by the City.
EXHIBIT E - 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 clause providing that the coverage applies separately to
each insured except with respect to the limits of liability.
4. For either type of insurance, coverage shall include the following endorsements, copies of
which shall be provided to the City:
a. Additional Insured Endorsement:
Such insurance as is afforded by this policy shall also apply to the City of
Cupertino, and members of the City Council, and the officers, agents and
employees of the City of Cupertino, individually and collectively, as additional
insureds.
b. Primary Insurance Endorsement:
Such insurance as is afforded by the additional insured endorsement shall apply as
primary insurance, and other insurance maintained by the City of Cupertino, its
officers, agents, and employees shall be excess only and not contributing with
insurance provided under this policy.
c. Notice of Cancellation or Change of Coverage Endorsement:
This policy may not be cancelled nor the coverage reduced by the Company
without 30 days prior written notice of such cancellation or reduction in coverage
to the City of Cupertino at the address shown on the Certificate of Insurance.
d. Contractual Liability Endorsement:
This policy shall apply to liability assumed by the insured under written contract
with the City of Cupertino.
e. Personal Injury Endorsement:
The provisions of this policy shall provide Personal Injury coverage.
f. Severability of Interest Endorsement:
EXHIBIT E - 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 respect to the Company's limit of liability.
5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and
property damage which provides total limits of not less than one million dollars
($1,000,000) combined single limit per occurrence applicable to all owned, non-owned
and hired vehicles.
6. Worker's Compensation and Employer's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad form all-
states endorsement.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000)
per occurrence for all employees engaged in services or operations under this
Contract.
c. Inclusion of the City and its governing board(s), officers, representatives, agents,
and employees as additional insureds, or a waiver of subrogation.
7. Professional Errors and Omissions Liability Insurance
This type of insurance should be provided by persons/entities you contract with to
provide you with professional services.
a. Limits of not less than one million dollars ($1,000,000).
b. If this policy contains a self retention limit, it shall not be greater than ten
thousand dollars ($10,000) per occurrence/event.
c. This coverage shall be maintained for a minimum of two (2) years following
termination of this Contract.
The City must first approve any exceptions to the above requirements.
8. Bond Requirements
Fidelity Bond - Before receiving compensation under this Contract, Contractor will
furnish City with evidence that all officials, employees, and agents handling or having
access to funds received or disbursed under this Contract, or authorized to sign or
countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of
AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited
herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and
City may withhold further payment to Contractor until proper coverage has been
EXHIBIT E - NON-PROFITS
4
REVISED 6/8/95
obtained. Failure to give such notice may be cause for termination of this Contract, at the
option of the City.
9. Special Provisions
The following provisions shall apply to this Contract:
a. The foregoing requirements as to the types and limits of insurance coverage to be
maintained by the Contractor and any approval of said insurance by the City or its
insurance consultant(s) are not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Contractor
pursuant to this Contract, including but not limited to the provisions concerning
indemnification.
b. The City acknowledges that some insurance requirements contained in this
Contract may be fulfilled by self-insurance on the part of the Contractor.
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 withhold payments to the Contractor in the event of
material noncompliance with the insurance requirements outlined above.
d. If the Contractor fails to maintain such insurance as is called for herein, the City
must order the Contractor to immediately suspend work at Contractor's expense
until a new policy of insurance is in effect.
EXHIBIT E - NON-PROFITS
5
REVISED 6/8/95
ADDENDUM TO EXHIBIT "E"
BASIC INSURANCE AND BOND REQUIREMENTS
FOR CONSTRUCTION PROJECTS 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 "E" shall be complied with by the
party contracted with for construction work protecting both the non-profit and the City.
Indemnity
The General Contractor (hereinafter referred 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 acts 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 litigation in which the General is obligated to indemnify,
defend and hold harmless the City 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 Notice to Proceed with the work under this Contract until it has
obtained all insurance required and such insurance has been approved by the Contractor and final
approval by the City. This approval of insurance shall neither relieve nor decrease the liability of
the Contractor.
B. Notice of Cancellation or Reduction of Coverage
EXHIBIT E . NON-PROFITS
6
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:
Eden Council For Hope and Opportunitv
Contractor's Name
770 A Street
Street Address
Havward. CA 94541
City, State, Zip
C. Qualifying Insurers
1. All policies shall be issued by companies which hold a current policy holder's alphabetic
and financial size category rating of not less than A VIII, according to the current Best's
Key Rating Guide, unless otherwise approved by the 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*;
OR
3. In lieu of 1 & 2, a company of equal financial size and stability that is
approved by the City's InsuranceIRisk Manager.
b. For projects between $25,000 and 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*;
* California Code of Civil Procedure Section 995.660 in summary, states that an admitted surety must provide: 1) the
original, or a certified copy of instrument authorizing the person who executed the bond to do so; 2) a certified copy
of the Certificate of Authority issued by the Insurance Commissioner; 3) a certificate from 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 E - NON-PROFITS
7
REVISED 6/8/95
OR
3. In lieu of 1 & 2, a company of equal financial size and stability that is
approved by the City's InsuranceIRisk Manager.
D. Insurance Required
1. Comprehensive General Liability Insurance - for bodily injury (including death) and
property damage which provides limits of not less than one million dollars ($1,000,000)
combined single limit (CSL) per occurrence.
OR
2. Commercial General Liability Insurance - for bodily injury (including death) and property
damage which provides limits as follows:
a. General limit per occurrence - $1,000,000
b. General limit aggregate - $2,000,000
c. Products/Completed Operations- $1,000,000 aggregate
d. Personal Injury limit - $1,000,000
If coverage is provided under a Commercial General Liability Insurance form, the carrier
shall provide the City Insurance Manager with a quarterly report of the amount of
aggregate limits expended to that date. If over 50% of the aggregate limits have been paid
or reserved, the City may require additional coverage to be purchased by the General to
restore the required limits.
3. For either type of insurance, coverage shall include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars ($1,000,000)
per occurrence/aggregate to be maintained for two (2) years following acceptance
of the work by the City.
c. Contractual Liability expressly including liability assumed under this Contract.
d. Personal Injury liability.
e. Independent Contractors' (Protective) liability
f. Severability of Interest clause providing that the coverage applies separately to
each insured except with respect to the limits of liability.
EXHIBIT E - NON-PROFITS
8
REVISED 6/8/95
4. For either type of insurance, coverage shall include the following endorsements, copies of
which shall be provided to the City and the Contractor:
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 other 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 Change 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 Endorsement:
The insurance afforded by this policy shall apply separately to each insured who is
seeking coverage or against whom a claim is made or a suit is brought, except
with respect to the Company's limit of liability.
5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and
property damage which provides total limits of not less than one million dollars
($1,000,000) combined single limit per occurrence applicable to all owned, non-owned
and hired vehicles.
6. Worker's Compensation and Emplover's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad form all-
states endorsement.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000)
per occurrence for all employees engaged in services or operations under this
Contract.
7. Work and Materials Insurance (including but not limited to Builder's Risk, Course of
Construction, Installation Floater or similar first party property insurance for covering the
interest of the Contractor and the City) shall be provided by the Contractor.
EXHIBIT E - NON-PROFITS
9
REVISED 6/8/95
The Contractor's coverage shall provide the following:
a. Coverage shall be provided on an "all-risk" basis.
b. Coverage shall be provided on the work and materials which are the subject of
this Contract, whether in process or manufacture or finished, including "in transit"
coverage to the final agreed upon destination of delivery, and including loading
and unloading operations, and such coverage shall be in force until the work and
materials are accepted by the City.
c. City and non-profit shall be named as additional insured as its interests may
appear at the time of loss.
d. Coverage shall be in an amount no less than the full replacement value of the
property at the time of loss.
e. The deductible shall not exceed $1,000 per occurrence unless otherwise approved
by the City and shall be borne by the Contractor.
f. If the construction contractor fails to maintain such insurance as is called for
herein, the City shall have cause to terminate this Contract in accordance with
Section V, paragraph B.
8. Bond Requirements
The following bond requirements apply:
a. Contract Bonds - Prior to execution of the Contract, 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, and 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 works" shall be in an amount of one
hundred percent (100%) of the Contract price, as determined from the prices in
the bid form, and shall insure to the benefit of persons performing labor or
furnishing materials in connection with the work of the proposed Contract. This
bond shall be maintained in full force and effect until all work under the Contract
is completed and accepted by the City, and until all claims for materials and labor
have been paid.
c. The "performance bond" shall be in an amount of one hundred percent (100%) of
the Contract price as determined from the prices in the bid form. and shall insure
the faithful performance by Contractor of all work under the Contract. It shall also
EXHIBIT E - NON-PROFITS
10
REVISED 6/8/95
insure the replacing of, or making acceptable, any defective materials or faulty
workmanship.
Should any surety or sureties be deemed unsatisfactory at any time by the 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 as to the types and limits of insurance coverage
to be maintained by the General and any approval of said insurance by the City or
the 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 claims over $25,000 resulting from work performed
under this contract, or any products/completed operations loss or claim against the
contractor resulting from any of the contractor's work.
EXHIBIT E - NON-PROFITS
11
REVISED 6/8/95
EXHIBIT F
ASSURANCES
CORPORA nON hereby assures and certifies that it will comply with all regulations, policies,
guidelines and requirements applicable to the acceptance and use of Federal funds for this Federally-
assisted program 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
defined by 24 CFR, Part 570, Subpart J; 24 CFR, Part 570, Subpart K; and will be conducted and
administered in conformity with "Public Law 88.352 and Public Law 90-284.
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 Requirement and Cost Principles. The CITY, its
Subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines, and
requirements of24 CFR Part 85 (Common Rule), and OMB Circulars A-IlO (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
ofInstitutions 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 of24
CFR, Part 85 and OMB Circular A-100 are set forth at 570.502.
11. 570.611. Conflict ofInterest.
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 plarming of water or sewer facilities.
EXHIBIT F - ASSURANCES
1
REVISED Il/I5/00