14-094 Below Market Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract-Charities Housing Development Cororation of Santa Clara County FIRST AMENDMENT
TO BELOW MARKET-RATE (BMR)AFFORDABLE HOUSING FUND (AHF)
CITY/NON-PROFIT CONTRACT
(Services Only)
The First Amendment to Contract is entered into between CHARITIES HOUSING
DEVELOPMENT CORPORATION OF SANTA CLARA COUNTY (CORPORATION)
and the CITY OF CUPERTINO (CITY) to amend the Below Market-Rate (BMR) Affordable
Housing Fund(AHF) Program Contract (CONTRACT) dated July 1, 2014.
WITNESSETH
WHEREAS, CITY has reserved a portion of its BMR AHF funds to be used on activities that
benefit Cupertino's residents; and,
WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY' S BMR AHF
budget for the Program as described below to be operated within CITY and will benefit low and
very low-income households;
THEREFORE, the parties agree as follows:
1. Section I, entitled"Program,"is revised to read as follows:
For the period of July 1, 2014 to June 30, 2015, CITY agreed to allocate a portion of its BMR
AHF budget to CORPORATION,being the sum of One Hundred Twenty Five Thousand
Eight Hundred and Seventeen Dollars and Fifty Cents ($125,817.50) for the purpose of
implementing the CORPORATION'S project(hereinafter " Project"), as more particularly
described in Exhibits A-E.
For the period o ul �;L t= `.7 n- rJ, 2001 s �F grees to allocate a portion of its current
bur -io CORPORATION as a subrecipient in the sum of One Hundred Twenty
Five Thousand Eight Hundred and Seventeen Dollars and Sift emfor the
purpose of implementing the CORPORATION'S project, as more particularly described in
Exhibits A-E as noted herein, attached to this First Amendment.
The total allocation for July 1, 2014 through June 30, 2016 shall not exceed Two Hundred Fifty
One Thousand Six Hundred and Thirty Five Dollars and No Cents ($251,635.00).
2. Section II, "Tenn,"is amended to read as follows, the purpose of this Contract is for the CITY to
disburse BMR AHF funds for eligible activities. Unless amended prior to its expiration, the tenn
of this Contract for disbursement purposes will begin on July 1, 2015 and will end on June 30,
2016, unless terminated earlier pursuant to Section VII or Section VIII of the Contract.
3. The following Exhibits to the Contract are hereby added to read as shown in the attachments to
this Amendment:
Page 1 of 11
FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
1. Exhibit A: Program Description;
2. Exhibit B: Program Work Plan;
3. Exhibit C: Proposed Implementation Timeline Schedule;
4. Exhibit D: Program Budget;
5. Exhibit E: Basic Insurance and Bond Requirements For Non-Profit Contracts
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.
Charities Dousing Development CITY OF CUPERTINO,
Corporation of Santa Clara County, a California municipal corporation
a California nonprofit public benefit
corporation
B B � 4r 17J_
(print name) (print name)
Danie Wu Date D d Brandt Date
Executive Director City Manager
APPROVED AS TO FORM AND ATTEST:
LEGALITY:
•
Carol Morade D to Grace Schmidt Date
City Attorney City Clerk
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER AMOUNT
265-72-711-600-623
I�-Jt
PO#
Original Contract: $125,817.50
Total: 2 >I, &&5'0-0Page 2 of 11
FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
EXHIBIT A
PROGRAM DESCRIPTION
Agency Name: DUNS#:
Charities Housing Development Co oration of Santa Clara County Not Applicable(Only for CDBG)
Chief Financial Officer: Project Manager: Project#(For Office Use Only)
Daniel Wu Kathy Robinson BMR AHF-2015-2
Street Address: City: State: Zip Code:
1400 Parkmoor Avenue, Suite 190 San Jose CA 95126
Telephone number: Fax Number: Project Manager E-mail Address:
408.550.8300 408.550.8339 krobinson@charitieshousing.org
Name of Project/Program:
19935 Price Avenue Acquisition and Rental Subsidy
Project/Program Location:
19935 Price Avenue,Cupertino,California 95014
Project Description:
This Project incorporates the acquisition and the management and operation of the home at 19935 Price
Avenue in Cupertino.
Charities Housing tluu its Limited Liability Company,Cupertino Senior Homes LLC,has acquired this home
from the prior owner Senior Housing Solutions in 2014. In addition,the LLC assumed all of the non-
recourse debt and regulatory obligations imposed by the Agreements with the City of Cupertino,governing
the use and obligations associated with the home. These obligations include but are not limited to:
• House five(5)unrelated very low-income seniors for 15 years
• Provide a rental subsidy to these very low income seniors to enable the property to be maintained in
conformance with the 15 year cash flow projections provided to the City of Cupertino
• Maintain the home in a manor to protect the physical asset and the health and well-being of the
residents
Report to the City of Cupertino as required.
Page 3 of 11
FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
EXHIBIT B
PROGRAM WORK PLAN
FY 2015/16
AGENCY NAME: Charities Housing Development Corporation of Santa Clara County
PROGRAM NAME: Acquisition and Rental Subsidy for 19935 Price Avenue
Benchmarks for Each Quarter
Objectives
1st 2nd 3rd 4th TOTAL
Rental subsidy for 5 seniors annually 1 1 1 2 5
Page 4 of 11
FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2015/16
AGENCY NAME: Charities Housing Development Corporation of Santa Clara County
PROGRM NAME: 19935 Price Avenue Acquisition and Rental Subsidy
Activity Number & Description:
#1.Rental Subsidy for 19935 Price Avenue for 5 seniors annually
Activity_## Jul- Aug Sep ®ct Nov I)ee Jan:; Feb~ 1�Iar,= Apr_ 10'gay �'Jtan 'iotas
5 Seniors Annually 5
EXHIBIT D
Page 5 of 11
FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
PICOGRAM BUGET
FY 2015/16
Agency Name: Charities Housing Development Corporation of Santa Clara County
Project Name: 19935 Price Avenue Acquisition and Operating Subsidy
Proposed Project Expenses FY 2015/16
Salaries/Benefits/Payroll/Taxes $0
Office Supplies $0
Communication $0
Publications/Printing/Advertising $0
Travel $0
Rent/Lease/Mortgage $0
Utilities $0
Insurance _$0
Equipment Rental/Maintenance $0
udit/Legal/Professional Services $0
Direct Services (Funding for specific service such as a meal, ride) $0
Acquisition Costs $0
Rental Operating Subsidies $125,817.50
Total Expenses $125,817.50
EXHIBIT E
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FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
BASIC INSURANCE AND BOND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party
contracting with the City of Cupertino for the direct distribution of BMR AHF funds.
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 teen 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 Community Development Department 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.
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FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
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.
d. Personal Injury liability.
e. Independent Contractors' (Protective) liability.
Page 8 of 11
FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
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:
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FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
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
tenmination 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 tenmination
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
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FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
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.
Page 11 of 11
FY 2015-16 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit
Contract Amendment
OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE-CUPERTINO, CA 95014-3255
TELEPHONE: (408)777-3223- FAX: (408)777-3366
e U P E RT 1 N® WEBSITE:www.cupertino.org
June 5, 2014
Charities Housing Development Corporation of Santa Clara County
1400 Parkmoor Avenue, Suite 190
San Jose, CA 95126
Re: Below Market-Rate (BMR) Affordable Housing Fund (AHF)
A fully executed copy of the agreement for consultant services with the City of
Cupertino is enclosed. If you have any questions or need additional information, please
contact the Community Development Department at (408) 777-3308.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Community Development
/Z/7
BELOW MARKET-RATE (BMR) AF IFORDABLE HOUSING FUND (AHF)
CITY/NON-PROFIT CONTRACT
(Services Only)
P0.0-
THIS Below Market-Rat BM City/Non-Profit
ffordable Housing Fund (AHF) Cit /Non-Profit
Contract (the "Contract") is entered o etween the CITY OF CUPERTINO, a political
of the State of California (hereinafter "CITY"), and
r CHARITIES HOUSING DEVELOPMENT CORPORATION
cv:
y OF SANTA CL ARA COUNTY
a non-profit public benefit corporation (hereinafter"CORPORATION"). The allocation of funds
pursuant to this 0ontrac���e a grant. CITY approved the allocation and disbursement of
Below Market-Rat�(BR) Affordable Housing Funds (AHF) funds (hereinafter"Grant") to
CORPORATION on Aar1S, 2014.
WITNESSETH
WHEREAS, CITY has reserved a portion of its BMR AHF funds to be used on activities
that benefit Cupertino's residents; and,
WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY'S
BMR AHF budget for the Program as described below to be operated within CITY and will
benefit low and very low-income households;
NOW, THEREFORE, the parties agree as follows;
I. PROGRAM
CITY agrees to allocate a portion of its current BMR AHF budget to CORPORATION,
being the sum of One Hundred and Twenty.Five Thousand EijZht Hundred and Seventeen
Dollars and Fifty Cents ($125,817.50) for the purpose of implementing the CORPORATION'S
program (hereinafter "Program''), 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" (Program Description), Exhibit "B" (Program Work Plan), Exhibit"C"
(Proposed Implementation Time Schedule), Exhibit"D" (Program Budget), and Exhibit "E"
(Insurance and Bond Requirements).
II. TERM
A. The purpose of this Contract is for the CITY to disburse BMR AHF funds for eligible
activities. Unless amended prior to its expiration;, the term of this Contract for disbursement
purposes will begin on July 1, 2014 and will end on June 30, 2015 unless terminated earlier
pursuant to Section VII or Section VIII of this Contract.
B. The term of the expenditure by CORPORATION of the allocation provided for herein
will begin on July 1, 2014 and terminate on the earliest of the following dates as set forth herein:
Page 1 o:F 21
FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
June 30, 2015, or later date per amendment to this Contract; or upon the termination date
established pursuant to Section VII or Section 'VIII. of this Contract.
III. SECOND YEAR.RENEWAL OPTIONS
The term of this Contract may be extended by ,in amendment to disburse the CITY'S Grant
funds authorized by City Council for the fiscal year subsequent to the initial term of this
Contract, contingent on the following requirements and process:
A. Authorization by CITY to expend funds for the purposes of this Contract;
B. CITY'S appropriation of funds for this ]Program;
C. CORPORATION'S satisfactory performance, as determined by the CITY, of all it's
obligations as stated in this Contract;
D. Submission to CITY of Proof of Insurance.
IV. OBLIGATIOMS OF CORPORATION
A. Organization of CORPORATION. CORPORATION will:
1. Provide CITY with copies of the following documents, evidencing filing with
the appropriate governmental agency:
a) Its Articles of Incorporation under the laws of the State of California;
b) A copy of the current Bylaws of CORPORATION;
C) Documentation of its Internal Revenue Service non-profit status;
d) Names and addresses of the current Board of Directors of
CORPORATION; and,
e) An adopted copy of CORPORATION'S personnel policies and
procedures.
2. During the Contract term, immediately report any changes, subsequent to the
date of this Contract, in CORPORATIO=N'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 with an exception to the
Executive Director.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit 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 othe=rwise 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.
7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's
execution of this Contract. The CORPORATION hereby warrants to the CITY that this
Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in
-accordance with its terms, and that the execution and delivery of this Contract and the
performance of the CORPORATION's obligations have been duly authorized by the
CORPORATION.
B. Program Performance by CORPORATION. CORPORATION shall:
1. Conduct the PROGRAM with-in 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 (;valuate 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 program-related publicity and
publications using words to the effect: "fiznded in whole or in part by the City of
Cupertino General Funds."
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 COIR1'ORATION, including the receipt and
disbursement of CORPORATION funds. The CITY must immediately be notified in
writing of the appointment of any new fisc=al agent and that agent's name.
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FY 2014/15 Below Markel-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
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. Document all PROGRAM costs by maintaining records in accordance with.
Section III, Paragraph D below.
4. 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 City for future reallocation.
5. Certify current and continuous insurance coverage, subject to CITY approval
and in accordance with requirements as outlined in Exhibit E, "Insurance and Bond
Requirements."
6. Items 1) through 5) 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.
7. If CORPORATION does not use Grant 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 PROGRAM, and (b) all other,matters covered by this Contract.
2. Maintain client data demonstrating client eligibility for services provided for
the Program. Such data will include, but riot be limited to, client name, address, income
level or other basis for determining eligibility, and description of service provided. Such
information will be made available to CITY monitors for review upon request.
E. Preservation of Records. CORPORATION will preserve and make available its records:
1. Until five years following date of final payment of this contract, or
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)Clty/Non-Profit Contract
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 tennination.
F. Examination of Records and Facilities. At any time during normal business hours, and as
often as may be deemed necessary, CORPORATION agrees that 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 PROGRAM, and
all its records with respect to the PROGRAM and all matters covered by this Contract.
CORPORATION also agrees that CITY or any cluly 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 PROGRAM 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.
H. Suspension and Tennination. Suspension or termination,of this Contract may occur if the
CORPORATION materially fails to comply with any tenn of the award, and that the award may
be terminated for convenience.
I. Reversion of Assets. Upon expiration or termination of this Contract, the
CORPORATION will transfer to the CITY any BMR AHF funds on hand at the time of
expiration and any accounts receivable attributable to the use of funds.
V. OBLIGATION'S OF CITY
A. Method of Payment. During the term of this Contract, CITY shall disburse BMR AHF
funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all
allowable costs and expenses incurred in connection with the PROGRAM, not to exceed the total
sum of One Hundred and Twenty Five Thousand Eilht Hundred and Seventeen Dollars
and Fifty Cents ($125,817.50). 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, ("Program 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
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Conti-act
Contract or based on the refusal by CORPORATION to accept any additional conditions that
may be imposed by City at any time to ensure compliance with the terms of this Contract.
VI. 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 Daniel Wu 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: City of Cupertino
Attn: Senior Housing Planner
10300 Torre Avenue
Cupertino, California 95014
CORPORATION: Charities Housing Development Corporation
of Santa Clara Country
Attn: Executive Director
1400 Parkmoor Avenue, Suite 190
San Jose, California 95126
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.
VII. CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluation and monitoring of the PROGRAM
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 PROGRAM 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:
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
L If CORPORATION (with or with oult knowledge) has made any material
misrepresentation of any nature with respect to any information or data furnished to
CITY in connection with the PROGRA:IVI.
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 PROGRAM.
3. If CORPORATION has taken any action pertaining to the PROGRAM, which action
required CITY approval, and such approval was not obtained.
4. If CORPORATION is in default under any provision of this Contract.
5. If CORPORATION makes illegal use of CITY funds.
6. If CORPORATION submits to CITY any report which is incorrect or incomplete in
any material respect.
7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Program 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 gave 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 fornlulating any connective 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.
VIII. TERA111NATION
A. Tennination 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 VII, 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
Program as described in the attached Exhibits. The date of termination will be as specified in the
notice.
B. Tennination for Convenience. In addition to the CITY'S right to tenminate for cause set
forth in Section VII, either CITY or CORPORATION may suspend or terminate this Contract
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AH.F)City/Non-Profit 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 terininated, CORPORATON may be required to return
funds to the CITY.
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 Grant made to CORPORATION pursuant to this Contract.
IX. PROGRAM INCOME
Income generated by the Program, is considered:Program Income. CORPORATION will
annually report all program income generated by activities carried out with grant 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 balance 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
CITY is entering into this Contract based on the experience, skill, and ability to perform
of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are
of particular concern to the CITY in view of the curs interest in providing services to lower
income persons and the CITY's reliance on the unique qualifications of the CORPORATION.
Consequently, this Contract may not be assigned to another CORPORATION, person,
partnership or any other entity without the prior written approval of CITY. None of the work or
services to be performed hereunder may be assigned, delegated or subcontracted to third parties
without the prior written approval of CITY, which. the CITY may withhold in its sole discretion.
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 CORPORATION shall remain fully liable for
all obligations and requirements under this Contract, including the perfonnance and any
liabilities attaching to the assignees' actions or omissions. Notwithstanding the above language,
COPRORATION shall be allowed to assign its rights and obligations under this Contract to a
limited liability company whose sole member is CORPORATION without the prior written
approval of CITY, and upon such assignment, CORPORATION shall be released from all
liability hereunder.
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FY 2014/15 Below Market-Race(BMR)Affordable Housing Fund(AHF)Ciey/Non-Profit Contract
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CORPORATION agrees to maintain client records consistent with applicable laws regarding
personal privacy and obligations of confidentlialitLy.
XIII. HOLD EIARMLESS
In addition to the indemnity obligations set forth in Exhibit E. "Insurance and Bond
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 Program to comply with
applicable laws, ordinances, codes, regulations and decrees, including without limitation those
set forth in Exhibit E, "Certifications."
XIV. WAIVER OF RIGH.-TS 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 PROGRAM or this
Contract.
XV. NON-DISCM�MINATION
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 ofpay 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 grant funds disbursed for this program.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
XVI. AMENDMENTS
Other than the amendment related to a second year renewal option as stated in Section III. above,
amendments to the terms or conditions of this Contract must be requested in writing by a duly
authorized representative of the party desiring such amendments, and any such amendment shall
be effective only upon the mutual agreement in writing of the parties hereto.
XVII. INTEGRA'T'ED 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 Contract shall affect or modify any of the terms of obligations
contained in any documents comprising this Contract.
XVIII. MISCELLANEOUS
A. Headings. 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. Exhibits. 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"
(PROGRAM Description), Exhibit "B" (PROGRjkM Work Plan), Exhibit "C" (Proposed
Implementation Time Schedule), Exhibit "D" (Program Budget), and Exhibit "E" (Insurance and
Bond Requirements).
C. Conflict of Interest. In accordance with Government Code Section 1090 and the Political
Reform Act, Government Code Section 87100 et seg., except for approved eligible
administrative or personnel costs, no person who is an employee, agent, consultant, officer, or
any immediate family member of such person, or ,any elected or appointed official of the CITY
who exercises or has exercised any functions or responsibilities with respect to the activities
funded by this Contract or who is in a position to participate in a decision-making process, may
obtain a personal or financial interest or benefit from the activity, or have an interest in any
contract, subcontract or agreement with respect thereto, or the proceeds thereunder, during, or at
any time after, such person's tenure. The CORPORATION shall exercise due diligence to ensure
that the prohibition in this section is followed.
Further, no person who is a director, officer, partner, trustee or employee or consultant of the
CORPORATION, or immediate family member of any of the preceding, shall make or
participate in a decision, made by the CITY or a CITY board, commission or committee, if it is
reasonably foreseeable that the decision will have a material effect on any source of income,
investment or interest in real property of that person or the CORPORATION.
Interpretation of this section shall be governed by the definitions and provisions used in the
Political Reform Act, Government Code Section 87100 et sec., its implementing regulations
manual and codes, and Government Code Section 1090.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(A.HF)City/Non-Profit Contract
D. Interpretation. Each party to this Contract has had an opportunity to review the Contract,
confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the
Contract. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret
any uncertainty in the meaning of the Contract.
E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract.
F. Choice of Law and Venue. This Contract shall be governed by and construed in
accordance with California law. Venue shall be Santa Clara County.
G. Severability. If any term of this Contract is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions shall continue in full force and
effect unless the rights and obligations of the parties have been materially altered or abridged by
such invalidation, voiding or unenforceability.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
IN WITNESS WHEREOF,the parties have executed this Contract the day and year above written. The parties
signing below hereby warrant that they are duly authorized to execute this Contract.
AGENCY: CITY OF CUPERTINO, a municipal
Charities Housing Development corporation:
Corporation of Santa Clara County
By' BY: Pa V t/
Ch
(print name) (print name)
Daniel Wu Date David Brandt Date
Executive Director City Manager
APPROVED AS TO FORM AND ATTEST:
LEGALITY:
rol Korade Date Grace Schmidt Date
ity Attorney City Clerk
-No 719,( Tv
Page 12 of 21
FY 2014/15 Below Market-Rate(BMR)Affordable Housing.Fund(AHF)City/Non-Profit Contract
T .
EXHIBIT A
PROGRAM DESCRIPTION
Agency Name: DUNS#:
Charities Housing Development Corporation of Santa Clara County (Not Applicable)Only for CDBG Funds
Executive Director: Project Manager: Project#(For Office Use Only)
Dan Wu Kathy Robinson _ BMR AHF-2014-3
Street Address: City: State: Zip Code:
1400 Parkmoor Avenue, Suite 190 San Jose CA 95126
Telephone number: Fax Number: Project Manager E-mail Address:
408.550.8300 408.550.8339 _ kobinson@charitieshousing.org
Name of Project/Program:
19935 Price Avenue Acquisition and Rental Subsidy _
Project/Program Location:
19935 Price Avenue, Cupertino,California 95014
Project Description:
This Project incorporates the acquisition and the management and operation of the home at 19935 Price Avenue in
Cupertino.
Charities Housing thru its Limited Liability Company,Cupertino Senior Homes LLC,will acquire this home from
the prior owner Senior Housing Solutions not later than December 2014. In addition,the LLC will assume all of the
non-recourse debt and regulatory obligations imposed by the Agreements with the City of Cupertino,governing the
use and obligations associated with the home. These obligations include but are not limited to:
• House five unrelated very low-income seniors for 1.5 years
• Provide a rental subsidy to these very low income seniors to enable the property to be maintained in
conformance with the 15 year cash flow projections provided to the City of Cupertino
• Maintain the home in a manor to protect the physical asset and the health and well-being of the residents
• Report to the City of Cupertino as required.
Page 13 of'21
FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
EXHIBIT B
PROGRAM WORK PLAN
FY 2014/15
AGENCY NAME: Charities Housing Deve]!opment Corporation of Santa Clara County
PROGRAM NAME: Acquisition and Rental 'Subsidy for 19935 Price Avenue
Benchmarks for Each Quarter
Objectives
1St 2nd 3rd 01 TOTAL
Acquire 1993 5 Price Avenue _0 1 0 0 1
Rental Subsidy for 19935 Price Avenue 1 1 1 2
for 5 seniors per year 5
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2014/15
AGENCY NAME: Charities Housing Development Corporation of Santa Clara County
PROGRM NAME: 19935 Price Avenue Acquisition and Rental Subsidy
Activity Number&Description:
#l.Acquire 19935 Price Avenue
#2. Rental Subsidy for 19935 Price Avenue for 5 seniors per year
WAR _ _�. ., } _.. .._. ct ; a�0 w0 1 �0 0 0 ROc 0 0 1
2 5 Seniors Annually 5
Page 15 of 21
FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
EXHIBIT D
PROGRAM BUDGET
FY 2014/15
Agency Name: Charities Housing Development Corporation of Santa Clara County
Project Name: 19935 Price Avenue Acquisition.and Operating Subsidy
-Proposed Project Expenses FY 2014/15
Salaries/Benefits/Payroll/Taxes _ $0
Office Supplies _ $0
Communication $0
ubli cations/Printing/Adverti sing $0
ravel
_ $0
ent/Lease/Mortgage _ $0
tilities
_ $0
nsurance _ $0
Equipment Rental/Maintenance _ $0
udit/Legal/Professional Services _ $0
irect Services (Funding for specific service such as a meal, ride) $
[Acquisition Costs _ $331665
ental Operating Subsidies _ $92,152.50
otal Expenses__ _ $125,817.50
Page 16 of 21
FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
EXHIBIT E
BASIC INSURANCE AND 130ND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party
contracting with the City of Cupertino for the direct distribution of AHF funds.
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 thy; address as shown on the City's Certificate of
Insurance form and to the Community Development Department 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.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
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.
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.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
4. For either type of insurance, coverage shell 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 fonn all-
states endorsement.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
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 13LANKET 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.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract
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.
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FY 2014/15 Below Market-Rate(BMR)Affordable Housing Fund(AHF)City/Non-Profit Contract