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12-151 Community Development Block Grant City Non-Profit Contract (Public Services) West Valley Community Services, Affordable Placement Services
FIRST AMENDMENT TO NON-PROFIT CONTRACT(PUBLIC SERVICE) The First Amendment to Contract is entered into between West Valley Community Services (WVCS) of Santa Clara County, Inc. (CORPORATION) and the City of Cupertino (CITY) to amend the Human Service Contract(CONTRACT) dated May 1, 2012. WITNESSETH WHEREAS, CITY has established that new housing, office, commercial and hotel development create a need for affordable housing and said developers pay an established mitigation fee to the City to offset the need; and WHEREAS, CITY has agreed to the use by CORPORATION, as a subrecipient for eligible housing activities, of a portion of CITY's Housing Mitigation Fees for the Project as described below to be operated within CITY and will benefit low and very low-income households; WHEREAS, on May 1, 2012 the parties entered into a contract titled COMMUNITY DEVELOPMENT BLOCK GRANT CITY/NON PROFIT CONTRACT (Public Service) allocating a portion of its Housing Mitigation Fees to CORPORATION as a subrecipient for the 2012-2013 fiscal year; and WHEREAS,the City Council has approved an additional allocation to CORPORATION for the 2013- 2014 fiscal year. NOW, THEREFORE,the parties agree as follows: 1. Section I, entitled"Project," is revised to read as follows: For the period of July 1, 2012 to June 30, 2013, CITY agrees to allocate a portion of its Housing Mitigation Fees to CORPORATION as a subrecipient, being the sum of One Hundred Thousand Dollars and NIA Cents ($100,000.00) for the purpose of implementing the CORPORATION'S project(hereinafter " Project"), as more particularly described in Exhibits A-F. For the period of July 1, 2013 to June 30, 2014 CITY agrees to allocate a portion of its current Housing Mitigation Fees to CORPORATION as a subrecipient, being in the sum of One Hundred Thousand Dollars and No Cents ($100,000) for the purpose of implementing the CORPORATION'S project, as more particularly described in Exhibits A-1 through F-1 as noted herein, attached to this First Amendment. The total allocation for July 1, 2012 through June 30, 2014 shall not exceed $200,000.00. 2. The purpose of this Contract is for the CITY to disburse Grant funds for eligible activities. Unless amended prior to its expiration,the term of this Contract for disbursement purposes will begin on July 1, 2012 and will end on June 30, 2014, unless terminated earlier pursuant to Section VI or Section VII of the Contract 3. The following Exhibits to the Contract are hereby added to read as shown in the attachments to this Amendment: 1. Exhibit A-1: Project Description for FY 2013-2014; 2. Exhibit B-1: Performance Measurements for FY 2013-2014; 3. Exhibit C-1: Proposed Implementation Time Schedule for FY 2013-2014; 4. Exhibit D-1: Project Budget for FY 2013-2014; 5. Exhibit E-1: Basic Insurance and Bond Requirements for Construction Projects Using City Funds for FY 2013-2014; and 6. Exhibit F-1: Assurances for FY 201 3-2014. 4. All terms, covenants and conditions stated in the CONTRACT, which are not herein amended, remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment effective on the later date shown below. CORPORATION: CITY OF CUPERTINO: By:Naomi Nakano-Matsumoto Date y: David Brandt Date Executive Director City Manager �3 APPROVED AS TO FORM ATTEST: AND LEGALITY: carol Korade Date �'•,,(GraceSchmidt Date $ -70 -13 ity Attorney City Clerk 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 Cupertino (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 Progrzan 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. 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 includ'.e: 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. 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: 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 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 A-1 PROGRAM DESCRIPTION Agency Name: DUNS: West Valley Community Services (WVCS) of Santa Clara 141088968 County, Inc. Executive Director: Project Manager: Project#(For Office Use Only) Naomi Nakano-Matsumoto Saron Savo Street Address: City: State: Zip Code: 10104 Vista Drive Cupertino CA 95014 Telephone number: Fax Number: Manager E-mail 408 255-8033 408 366-6090 sarons@wvcommunityservices.org Name of Project/Program: Affordable Placement Program Project/Program Location: 10104 Vista Drive Cupertino, CA 95014 Project Description: Please describe the project with as many details as possible. Include general information, such as the number of units, number of Cupertino residents that will be served, services that will be provided, etc. West Valley Community Services has successfully implemented the Affordable Housing Program for the City of Cupertino for the past nineteen years. WVCS administers the Affordable Placement Program for apartment rentals and home and condominiums sales. WVCS ensures to keep over 100 apartments occupied by very low and low-income residents. WVCS documents eligibility and maintains an open working waitlist for prospective tenants. WVCS re-qualifies all tenants annually to determine if they can continue to participate in the program. WVCS qualifies and places median and moderate-income homebuyers into condominiums and homes throughout the City of Cupertino. WVCS maintains a waitlist for future sales opportunities. WVCS also administers any units resold in the program and finds appropriate qualified buyers. WVCS staff conducts annual residency verification and audits for 118 homes in the BMR sales program. The goal of WVCS is to continue the Affordable Housing Program, so that we can assist our neighbors with affordable housing and allow residents to live and work in the Cupertino community. For the past eighteen years, WVCS has partnered with City of Cupertino who provides affordable, safe clean living environments. EXHIBIT B-1 CITY OF CUPERTINO CDBG PROGRAM PERFORMANCE MEASUREMENTS FY 2013/2014 AGENCY NAME West Valley Community Services (WWCS) of Santa Clara County, Inc. DATE PREPARED 08/26/2013 PROJECT NAME Affordable Placement Program HUD National Objectives Low/Mod Income Type: Outcomes Benchmarks or Beneficiaries Objectives (Use Specific Performance for Each Quarter Numerical Data Indicator (Quanti When Possible When Possible) 1st 2nd 3rd 4th TOTAL Fill in vacancies for rentals or purchases. eople 3 4 3 4 14 Audit Lot Books for BMR Sales(and make sure units comply eople 0 118 0 0 118 with the program). Maintain active waiting list(rentals and sales). People 2 2 2 2 8 Audit participating rental complexes and ensure compliance with eople 0 0 0 2 program requirements(FORGE and AVIARE Apartments). Work with Housing Commission to advocate according to City goals for affordable housing, attend meetings, provide research, People 3 3 3 3 12 etc. Administration: process applications, certify and re-qualify eople 5 60 45 5 205 clients, and hold bi-monthly orientations. 1P I EXHIBIT C-1 Proposed Implementation Time Schedule FY 2013/2014 Agency Name:West Valley Community Services(WVCS)of Santa Clara County, Inc. Date: 08/26/2013 Project Name: Affordable Placement Program Specific Activities Jul Aug Se Oct Nov Dec Jan Feb Mar Apr May Jun Fill in vacancies for rentals or purchases. X X X X X X X X X X X X Audit Lot Books for BMR Sales(and make sure units comply X ith the program). aintain active waiting list(rentals and sales). X X X X X X X X X X X X udit participating rental complexes and ensure compliance ith program requirements(FORGE and AVIARE X Apartments). Work with Housing Commission to advocate according to City goals for affordable housing, attend meetings, provide X X X X X X X X X X X X cbcaicu, cm; Administration: process applications, certify and re-qualify X X X Ix Ix Ix Ix Ix Ix X Tx-- X clients, and hold bi-monthly orientations. EXHIBIT D-1 Program Budget Fiscal Year 2013-2014 Proposed Project Expenses 2013-2014 CDBG Request Salaries/Benefits/Payroll/Taxes $94,00 Office Supplies Communication Publications/Printing/Advertising $6,00 Travel Rent/Lease/Mortgage Utilities Insurance Equipment Rental/Maintenance Audit/Legal/Professional Services (for CDBG portion only) Direct Services (Funding for specific service such as a meal, ride) Contracted Services Other ,Total Expenses $100,00 ADDENDUM TO EXHIBIT "E" BASIC INSURANCE AND 13OND 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 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: West Valley Community Services (V NCS) of Santa Clara County, Inc. Contractor's Name 10104 Vista Drive Street Address Cupertino, CA 95014 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 Insurance/Risk 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`; OR 3. In lieu of 1 & 2, a company of equal financial size and stability that is approved by the City's Insurance/Risk Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OF: 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 * 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 Cupertino 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. 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. 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. Severabilily 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 raillion dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability:Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all-states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. 7. Work and Materials Insurance (including but not limited to Builder's Risk, Course of Construction, Installation Floater or similar first party property insurance for covering the interest of the Contractor and the City) shall be provided by the Contractor. 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 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. ASSURANCES -EXHIBIT "F-1" CORPORATION 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 90-2,84; 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 of 24 CFR Part 85 (Common Rule), and OMB Circulars A-110 (Grants and Agreements with Non-Profit Organizations), A-122 (Cost Principles for Non-Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR, Part 24), and A-133 (Audits of Institutions of Higher Education and Other Non-Profit Institutions), as applicable, as they relate to the acceptance and use of Federal funds under this part. The applicable sections of 24 CFR, Part 85 and OMB Circular A-100 are set forth at 570.502. 11. 570.611. Conflict of Interest. 12. 570.612. Executive Order 12372 allows States to establish its own process for review and comment on proposed Federal financial assistance programs, specifically the use of CDBG funds for the construction or planning of water or sewer facilities. CERTIFICATE OF LIABILITY INSURANCE DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE! A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (:ONTA NAME:CT Pam Miller Thoits Insurance Ca Lie #0243213 PHONE (QOB)792-5400 FAX Not:(408)792-3670 160 West Santa Clara Street E:-MAIL miller @thoitsinsurance.com :DDRESS:P 12th Floor INSURERS AFFORDING COVERAGE NAIC p San Jose CA 95113 114SURERA:Philadel hia Indemnity Ins Cc 18058 INSURED INSURERB:NeW York Marine & General Ins 16608 West Valley Community Services of Santa Clara 114SURERC: 10104 Vista Drive IIJSURER D: IIJSURER E: Cupertino CA 95014 IIJSURER F: COVERAGES CERTIFICATE NUMBER:13/14*GL/Air/WC/Ex REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR POLICY NUMBER M LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISE Ea occurrence $ 100,000 A CLAIMS-MADE F_x1 OCCUR X HPK1030026 6/1/2013 6/1/2014 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 7 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPlOPAGG $ 1,000,000 X1 POLICY M PRO LOC $ AUTOMOBILE LIABILITY Ee e...ntSIN LE LIMIT 11000,000 X ANY AUTO BODILY INJURY(Per person) $ 1 A ALL OWNED SCHEDULED HPK1030026 6/1/2013 6/1/2014 BODILY INJURY Per accident $ ( ) 3 77 AUTOS AUTOS PROPERTY DAMAGE HIRED AUTOS qU OSED Peraccidant $ i Medical payments $ UMBRELLA LIAB }[ OCCUR EACH OCCURRENCE $ 2,000,000 A X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED I X I RETENTION$ 10,00C I PHUB423333 6/1/2013 6/1/2014 $ B WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) KC201200000778 2/31/2012 12/31/2013 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Re: Grant City of Cupertino is named as an additional insured per form CG2026 attached. Primary wording applies. (Form CIR attached) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. '? Cupertino City Hall 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 Q _ Mary Ann Sun/MARSUN ACORD 25(2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. IN.sn25 tminn5l m Tho a(:nRin nzmo nnrl Innn nro roniefororl marlre of Af%npn COMMENTS/RE MARKS CONTRACTUAL INSURANCE REQUIREMENTS The attached Certificate of Insurance is provided as part of our service to our client, the Insured. If special endorsements have been provided, they also are indicated attached. You may find that these documents do not comply with all the terms and conditions of the underlying contract between the Certificate Holder and the Insured due to the insurance company's insuring conditions, limitations, exclusions and other terms. If you have any questions, please contact the undersigned. THOITS INSURANCE SERVICE, INC. CA LICENSE 40243213 160 WEST SANTA CLARA STREET, 12TH FLOOR SAN JOSE, CA 95113 TELEPHONE: (408) 792-5400 FAX: (408) 792-3695 OFREMARK COPYRIGHT 2000, AMS SERVICES INC. POLICY NUMBER: PHPK1030026 COMMERCIAL GENERAL LIABILITY DATE ISSUED: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED--DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: City Of Cupertino Cupertino City Hall 10300 Torre Avenue RE: Grant Cupertino, CA 95014 Information required to complete this Schedule,if not shown above,will be shown in the Declarations. Section It—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for'bodily injury","property damage"or"personal and advertising injury" caused,In whole or In part,by your acts or omissions or the;acts or omissions of those acting on your behalf: A.In the performance of your ongoing operations;or B.In connection with your premises owned by or rented to you. CO 20 26 0704 Cop)aighl,Tnxuranw Se rvicns O icc,Inc.,1990 page 1 of 1 N4 F. OFFICE OF THE CITY CLERK CITY HALL yT.I9- 10300 TORRE AVENUE • CUPERTINO,CA 95014-3255 � TELEPHONE:(408)777-3223 • FAX: (408)777-3366 CUPERTINO WEBSITE:www.cuperti lo.org January 30, 2013 Attn: Naomi Nakano-Matsumoto West Valley Community Services 10101 Vista Drive Cupertino, CA 95014 Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact Vera Gil at (408) 777-3251. Sincerely, i Brittany Carey Senior Office Assistant City Clerk's Office Enclosures cc: Planning COMMUNITY DEVELOPMENT BLOCK GRANT G,-s CITY/NON-PROFIT CONTRACT (PUBLIC SERVICES) c7? )-5' 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 WEST VALLEY COMMUNITY 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 May 1, 2012. WITNESSI:TH 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 for eligible public service activities, 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 Thirty Four Thousand Dollars and No Cents ($34,000.00) 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 July 1, 2012 and will end on June 30, 2013 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 July 1, 2012 and terminate on the earliest of the following dates as set forth herein: June 30, 2013, 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. SECOND YEAR RENEWAL OPTIONS The term of this Contract may be extended y an amendment to disburse the CITY'S CDBG funds authorized by HUD for the fiscal year subsequent to the initial term of this Contract, contingent on the following requirements and process: A. Receipt of written authorization by CITY from the U.S. Department of Housing and Community Development (HUD) to expend funds for the purposes of this Contract; B. CITY'S appropriation of funds for this Project effective until July 2012; C. CORPORATION'S satisfactory performance, as determined by the CITY, of all its obligations as stated in this Contract for the period July 2012 through June 30, 2013; D. Submission to CITY of Proof of Insurance for the period July 1, 2013through June 30, 2014 IV. 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; Page 2 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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. 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 Page 3 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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. CORPORATION will comply with Section 281 of the National Affordable Housing Act. 8. "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 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 Page 4 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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. If the term of this Contract is extended by an amendment for a second fiscal year, submit a satisfactory Audit within 150 days of CORPORATION's fiscal year encompassed by the first year of this Contract. 3. 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-110:" 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 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 Page 5 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc g) Attachment 0, "Procurement Standards." 3. Comply with the audit requirements of OMB 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 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. Page 6 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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. A: 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 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 dLly 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. 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 of OMB 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 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: Page 7 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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 Thirty Four Thousand Dollars and No Cents ($34,000.00). 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. 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 Naomi Nakano-Matsumoto 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 Tone Avenue Cupertino, CA 95014 Page 8 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc CORPORATION: Naomi Nakano-Matsumoto Executive Director West Valley Community Services Corporation 10104 Vista Drive Address of Corporation Cupertino, CA 95014 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 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. 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. Page 9 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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 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 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. In the event that this Contract is terminated, CORPORATON may be required to return funds according to HUD regulations. 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. Page 10 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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 assignment 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 maybe 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. Page 11 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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 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. Page 12 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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 pay or 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. XVI. AMENDMENTS Other than the amendment related to a second yea:renewal option as stated in Article III. above, amendments to the terms or conditions of this Contract must be requested in writing by a duly Page 13 of 14 H:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreement.doc 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. IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. AGENCY: West Valley Community Services CITY OF CUPERTINO: By: Naomi Nakano-Matsumoto By: s-A(print name) --- _— i 2-'0-0— Z-- / I 0's(.i) Executive Director Date David Brandt Date City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: A, &a_Cucccliii,1ji 1-11).1( 3 Cl o r 1 r z 1)i i 1�- Carol rade Date Grace Schmidt Date City ttorney City Clerk Page 14 of 14 1-1:\-CDBG\Subrecipient Agreements\WVCS\Comprehensive Assistance\2012-13 WVCS(CDBG)Comprehensive Assitance Agreemcnt.doc EXHIBIT A PROGRAM DESCRIPTION Agency Name:West Valley Community Services DUNS: 141088968 Executive Director: Project Manager/Diirector: Project#(For Office Use Only) Naomi Nakano-Matsumoto Sujatha Venkatraman Street Address: City: State: Zip Code: 10104 Vista Drive Cupertino CA 95014 Telephone number: Fax Number: Project Manager E-mail Address: (408)255-8033 (408)366-6090 sujathav @wvcommunityservices.o rg Name of Project/Program: Comprehensive Emergency Assistance Program (CEAP) Project/Program Location: 10104 Vista Drive Cupertino CA 95014 Project Description: Please describe the project with as many details as possible. Include general information, such as the number of units, number of Cupertino residents that will be served, services that will be provided, etc. The CEAP provides basic human needs and emergency services to low-income families, seniors, and single adults in Cupertino by preventing hunger, eviction, and utility shut-offs. CEAP provides case management and emergency assistance that helps them enhance and/or maintain their self-sufficiency status. In addition, wrap-around case management help clients' access services they need in order to find suitable housing and employment as well as community resources that help them address special needs. CEAP wrap around services includes mental health services, nutrition classes, and special seasonal programs, incorporating an integrated approach to nutritional and financial health. CEAP will help protect the most vulnerable citizens from food instability by ensuring basic needs access support that maintains their health and well-being, which is instrumental for employment and maintaining overall self-sufficiency. EXHIBIT B CITY OF CUPERTINO CDBG PROGRAM PERFORMANCE MEASUREMENTS FY 2012/2013 AGENCY NAME West Valley Community Services DATE PREPARED 12/14/2012 PROJECT NAME Comprehensive Emergency Assistance Program ECfCalsr� 'eTA[' W Low/Mod Income O Area Benefit(LMA) ❑ Limited Clientele(LMC) ❑ Housing (LMH) Objectives Outcomes Performance Benchmarks or Beneficiaries for Each (Use Specific Indicator Quarter(Quantify When Possible) Numerical Data 1st 2nd 3rd 4v' TOTAL When Possible) Provide On-going support through CEAP (food pantry 190 ❑Housing Units 50 40 50 50 190 and case management) OPeople ❑Households ❑Public Facilities Provide One-time emergency cash assistance 20 ❑Housing Units 5 5 5 5 20 OPeople ❑Households ❑Public Facilities Provide Financial workshops 8 ❑Housing Units 2 2 2 2 8 ©People ❑Households ❑Public Facilities EXHIBIT C Proposed Implementation Time Schedule Fiscal Year 2012-13 Agency Name: West Valley Community Services Date: 12/14/2012 Project Name: Comprehensive Emergency Assistance Program (CEAP) ;;ZATiriFIX.CRAW, _ ,2„ -, @@ w? G i� +. • 1t� t =-'g at°t +� JI�R s J i i Ir J• • t vJ x x x x x x x x x x x x Provide On-going support through CEAP (food pantry and case management) x x x x x x x x x x x x Provide One-time emergency cash assistance x x x x x x x x x x x x Provide Financial workshops EXHIBIT D ANNUAL BUDGET FOR GRANT AMOUNT ONLY FY 2012/2013 Agency Name: West Valley Community Services Date Prepared: 12/18/2012 Project Name: CAP CATEGORIES $ AMOUNT SALARIES: Personnel $34,000.00 Taxes and Benefits OFFICE EXPENSE: Rent Telephone/Fax Office Supplies Equipment Maintenance/Repair PROJECT EXPENSES: Accounting Services Auditing Fees Insurance Davis Bacon Compliance Fair Housing Testing PROJECT CONSTRUCTION: Appraisal Engineering Services Architectural/Design Acquisition costs Construction costs/rehab TOTAL: $34,000.00 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. c. Contractual Liability expressly including liability assumed under this Contract. EXHIBIT E-NON-PROFITS 2 REVISED 6/8/95 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: 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. EXHIBIT E-NON-PROFITS 3 REVISED 6/8/95 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 obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions EXHIBIT E-NON-PROFITS 4 REVISED 6/8/95 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 so me 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: t3eSk Vtx klf •� �rAI &Y';1 Szrvl'cc.s Contractor's Name ( 0 (0 li U i S/a Urive/ Street Address C2er+'n o C - 150/4 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 Insurance/Risk 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 Insurance/Risk Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. 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. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City and the Contractor: EXHIBIT E-NON-PROFITS 8 REVISED 6/8/95 a. Additional Insured Endorsement: Insurance afforded by this policy shall also apply to the City of Cupertino and Contractor as additional insureds. b. Primary Insurance Endorsement: Insurance afforded by the additional insured endorsement shall apply as primary insurance, and 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 Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. 7. Work and Materials Insurance (including but not limited to Builder's Risk, Course of Construction, Installation Floater or similar first party property insurance for covering the interest of the Contractor and the City) shall be provided by the Contractor. The Contractor's coverage shall provide the following: EXHIBIT E-NON-PROFITS 9 REVISED 6/8/95 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 insure the replacing of, or making acceptable, any defective materials or faulty workmanship. EXHIBIT E-NON-PROFITS 10 REVISED 6/8/95 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 CORPORATION 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 of 24 CFR Part 85 (Common Rule), and OMB Circulars A-110 (Grants and Agreements with Non-Profit Organizations),A-122 (Cost Principles for Non-Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR, Part 24), and A-133 (Audits of Institutions of Higher Education and Other Non-Profit Institutions), as applicable, as they relate to the acceptance and use of Federal funds under this part. The applicable sections of 24 CFR, Part 85 and OMB Circular A-100 are set forth at 570.502. 11. 570.611. Conflict of Interest. 12. 570.612. Executive Order 12372 allows States to establish its own process for review and comment on proposed Federal financial assistance programs, specifically the use of CDBG funds for the construction or planning of water or sewer facilities. EXHIBIT F-ASSURANCES 1 REVISED 11/15/00