14-106 General Fund Human Service Grants (HSG) Program City/Non Profit Contract-United Way Silicon Valley Zol �
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FIRST AMENDMENT
TO GENERAL FUND HUMAN SERVICE GRANTS (HSG) PROGRAM
CITY/NON-PROFIT CONTRACT
The First Amendment to Contract is entered into between UNITED WAY SILICON VALLEY
(CORPORATION) and the CITY OF CUPERTINO (CITY)to amend the General Fund
Human Service Grants (HSG) Program Contract(CONTRACT) dated July 1,2014.
WITNESSETH
WHEREAS, CITY has reserved a portion of its HSG 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 HSG
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"Project," 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 HSG
budget to CORPORATION, being the sum of Four Thousand Dollars and No Cents
($4,000.00)for the purpose of implementing the CORPORATION'S project(hereinafter "
Project"), as more particularly described in Exhibits A-E.
For the period ITY agrees to allocate a portion of its current
OTIREW, ent in the sum of Four Thousand Dollars and
Ti_a C0.'O or 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 Eight Thousand
Dollars and No Cents ($8,000.00).
2. Section 11, "Term,"is amended to read as follows, the purpose of this Contract is for the CITY to
disburse HSG funds for eligible activities. Unless amended prior to its expiration, the term 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 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: Program Description;
2. Exhibit B: Program Work Plan;
3. Exhibit C: Proposed Implementation Timeline Schedule;
4. Exhibit D: Program Budget;
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FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment
9
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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.
AGENCY: CITY OF CUPERTINO,a municipal
United Way Silicon Valley corporation:
By: 0WVL Z", G� f-f By: Dp J ,
(print name) (print name)
i
-ly.
Carole Leigh Hutton Date David Brandt Date _
Executive Director City Manager
APPROVED AS TO FORM AND ATTEST:
LEGALITY:
rtldrg-4 YXZA I
Carol Korade Date Grace Srchmidt Date
City Attorney City Clerk
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER AMOUNT
100-72-712-700-702
PO# Qu),
Original Contract: $4,000.00
Total: ,C6�ppb Na--)
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FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment
EXHIBIT A
PROGRAM DESCRIPTION
Agency-Name: - ---DUNS
United Way Silicon Valley Not Applicable(Only for CDBG)
President&CEO Project Manager: Project 4(For Office Use Only)
Carole Leigh Hutton Maya Es arza HSG-2015-5
Street Address: City: State: Zip Code:
1400 Parkmoor Avenue;Suite 250 San Jose CA 95126
Telephone number: Fax Number: Project Manager E-mail Address:
408.345.4350 408.345.5301 Maya.esparza@uwsv.org
Name of Project/Program:
211 Santa Clara County
Project/Program Location:
County-wide
Project Description:
211 is a free phone number and online database that connects Californians quickly and effectively to existing
health and human service programs,joblessness support and disaster response information in their
communities.It is available 24 hours a day,7 days a week and in 170 different languages.Nationally,211
covers 90 percent of the US population. Currently,over 92 percent of the California's population has access
to 211. In California,211 is regulated by the California Public Utilities Commission(CPUC). 211
information and referral providers connect people of all income levels and language and cultural
backgrounds to resources tailored to their needs and circumstances,taking into account accessibility,
eligibility requirements and other factors through live assistance from certified information and referral
specialists or online.
211 Santa Clara County(211 SCC)is a county-wide health and human service information and referral
service.The largest benefit is the easy to remember 3-digit,single call telephone number that can connect
people with important community services and volunteer opportunities with vetted information that includes
program eligibility requirements,etc.as opposed to individuals calling each agency on their own.Many
professional service personnel and employers utilize the service and refer their clients or staff to 211 SCC to
access information on additional,beneficial resources. It differs from 4-1-1 in that the caller does not have to
know the name of the agency they want to contact;211 SCC call specialists are trained according to national
standards to identify the type of service and the best location for the caller.All 211 SCC call center
specialists are Alliance of Information and Referral Services(AIRS)certified and specially trained to ask
pertinent questions in order to make the best possible referral,and are trained in domestic violence, suicide
and mandated reporter protocols.The caller can also receive multiple referrals for multiple services with one
call.211 Santa Clara County provides this support to the county's 1.7 million people;this includes the City
of Cupertino's 58,302 residents(about 3.3%of the county population).In 2013,211 SCC made 56,312
referrals.Additionally,under the CPUC,211 plays a role in public information in a disaster,and is part of
Santa Clara County's Emergency Operations Plan,and will be activated to the Emergency Operations Center
in the event of a local disaster.
211 SCC serves the entire City of Cupertino 24 hours a day.All Cupertino residents have:
•free access from cell phones,pay phones,home phones and all other land lines
•free access to the 211 SCC website(www.211 SCC.org)
•free TTY access to 211 SCC by calling 866-390-6845.
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FY12015-16 General Fund Human Service Grants (HSG)City/Non-Profit Contract Amendment
EXHIBIT B
PROGRAM WORK PLAN
FY 2015/16
AGENCY NAME: United Way Silicon Valley
PROGRAM NAME: 211 Santa Clara County
Benchmarks for Each Quarter
Objectives
1st 2nd 3rd 4 t TOTAL
Cupertino residents who call and access 25 25 25 25 100
211 SCC
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FY 2615-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2015/16
AGENCY NAME: United Way Silicon Valley
PROGRM NAME: 211 Santa Clara County
Activity Number& Description:
1. Cupertino residents who call and access 211 SCC
ji Mayr ,' Jun Total
I
1 8 8 8 8 8 8 8 8 8 8 8 12 100
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FY 2015-16 General Fund Human Service Grants (HSG) City/Non-Profit Contract Amendment
EXHIBIT D
PROGRAM BUGET
FY 2015/16
Agency Name: United Way Silicon Valley
Project Name: 211 Santa Clara County
Proposed Project Expenses FY 2015/16
Salaries/Benefits/Payroll/Taxes $4,000
Office Supplies $0
Communication $0
Publications/Printing/Advertising $0
Travel $0
Rent/Lease/Mortgage $0
Utilities $0
Insurance $0
Equipment Rental/Maintenance $0
Audit/Legal/Professional Services $0
Direct Services (Funding for specific service such as a meal,ride) $0
Contracted Services $0
Other $0
Total Expenses $4,000
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FY 2015-16 General Fund Human Service Grants(HSG) City/Non-Profit Contract Amendment
EXHIBIT E
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 parry
contracting with the City of Cupertino for the direct distribution of HSG 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 Coveraize
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 Coveraize
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 General Fund Human Service Grants (HSG) 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.
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 2015-16 General Fund Human Service Grants (HSG) City/Non-Profit Contract Amendment
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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.
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FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment
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.
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FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment
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 2015-16 General Fund Human Service Grants (HSG) 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
C O P E RT I NO WEBSITE: wwwxupertino.org
June 12, 2014
United Way Silicon Valley
1400 Parkmoor Avenue Suite 250
San Jose, CA 95126
Re: General Fund Human Service Grants (HSG) Program City /Non- Profit Contract.
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
GENERAL FUND HUMAN SERVICE GRANTS (HSG) PROGRAM
CITY/NON- PROFIT CONTRACT
_nP
(Services Only)
THIS General Fund Human Services Grants (HSG) Program City/Non- Profit Contract
(the "Contract ") is entered into between the CITE.' OF CUPERTINO, a political subdivision of
the State of California (hereinafter "CITY "), and
`j- United Wav Sillicon Valley
a non -profit public benefit corporation ( hereinafter "CORPORATION "). The allocation of funds
pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of
General Fund Human Service Grants (HSG) funds (hereinafter "Grant ") to CORPORATION on
April 15, 2014.
WITNESSJETH
WHEREAS, CITY has reserved a portion of its HSG 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
HSG 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 HSG budget to CORPORATION, being
the sum of Four Thousand Dollars and No Cents ($4,000.00) 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 HSG funds for eligible activities.
Unless amended prior to its expiration, the term of this Contract for disbursement purposes will
begin on Julv 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 Julv 1, 2014 and terminate on the earliest of the following dates as set forth herein:
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.
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FY 2014 -15 General Fund Human Service Grants (HSG) City/Non- Profit Contract
III. SECOND YEAR RENEWAL OPTIONS
The term of this Contract may be extended by an 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. OBLIGATIONS OF CORPORATION
A. Organization of CORPORATION. CORPORATION will:
1. Provide CITY with copies of the: following documents, evidencing filing with
the appropriate governmental agency:
a) Its Articles of Incorporation under the laws of the State of California;
b) A copy of the current Bylaws of CORPORATION;
C) Documentation of its Intenaal Revenue Service non -profit status;
d) Names and addresses of the current Board of Directors of
CORPORATION; and,
e) An adopted copy of CORP'ORATION'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 rnteetings, 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.
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FY 2014 -15 General Fund Human Service Grants (HSG) City/Non- Profit Contract
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 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 program- related publicity and
publications using words to the effect: "ftinded 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 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 1.50 days of CORPORATION's fiscal year
encompassed by the first year of this Contract.
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FY 2014 -15 General Fund Human Service Grants (HSG) City/Non- Profit 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 anticipateol 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 no-it 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 I -Inal payment of this contract, or
2. For such longer period, if any as is required by applicable law; or
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FY 2014 -15 General Fund Human Service Grants (HSG) City/Non -Profit Contract
3. If this Contract is completely or partially terminated, the records relating to the
work terminated will be preserved and made available for a period of five years from the
date of termination.
F. Examination of Records and Facilities. At any time during normal business hours, and as
often as may be deemed necessary, CORPORATION agrees that 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 duly authorized representatives will have the
right to audit, examine, and make excerpts or transactions of and from, such records and to make
audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of
employment, materials and all other data relating to the 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 Termination. 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.
I. Reversion of Assets. Upon expiration or teiT.nination of this Contract, the
CORPORATION will transfer to the CITY any HSG funds on hand at the time of expiration and
any accounts receivable attributable to the use of funds.
V. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Contract, CITY shall disburse HSG 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
Four Thousand Dollars and No Cents (54,000.00). 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, ( "Program Work Plan"), failure to submit adequate progress
reports as required herein or other incidents of non - compliance as described in Section VII,
Paragraph B of this 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.
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FY 2014 -15 General Fund Human Service Grants (HSG) City/Non -Profit 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 Carole Leigh
Hutton to serve as EXECUTIVE DIRECTOR and' to assume overall responsibility for the
progress and execution of this Contract. The CITE' 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: United Way Silicon Valley
Attn: Executive Director
1400 Parkmoor Avenue, Suite 250
San Jose, California 55126
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 sectiolo.
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:
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 PROGRAM.
Page 6 of 2 it
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non- Profit Contract
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 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 VIII below.
VIII. 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 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. Termination for Convenience. In addition to the CITY'S right to terminate for cause set
forth in Section VII, 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 Nvill be immediately discontinued.
Page 7 of 2l
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non -Profit Con17aCt
C. In the event that this Contract is terminated, 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„
XL 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 CITY's 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 performance and any
liabilities attaching to the assignees' actions or omissions.
Page 8 of 2 l
FY 2014 -15 Genera! Fund Human Service Grants (HSG) City/Non -Profit Contract
XII. CLIENT INIFORMATION
CORPORATION agrees to maintain client "records consistent with applicable laws regarding
personal privacy and obligations of confidentiality.
XIII. HOLD HMRMLESS
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 RIGHT'S 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- DISCRIMINATION
CORPORATION will comply with all applicable Federal; State and local laws and regulations
including the City of Cupertino's policies concerninor 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 grant funds disbursed for this program.
Page 9 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) 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. 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 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 wily, 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" (PROGRAM 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 seq., 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 a:ny 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 sew., its implementing regulations
manual and codes, and Government Code Section 1090.
Page 10 of .21
FY 2014 -15 General Fund Human Service Grants (HSG) 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.
Page 11 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) 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:
By: CAZj--ie Leah
(print naiie)
.t
Carole Leigh Hutton Date
Executive Director
APPROVED AS TO FORM AND
LEGALITY:
CITY OF CUPERTINO, a municipal
corporation:
By: D 4A Aj � rt4ejj
(print name)
David Brandt
City Manager
ATTEST:
Date
C' woWoLradek v Date Grace Schmidt Date
City Attorney P rClity Clerk
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER AMOUNT
110 - 7406 -7102
PO # "mv f—? "-f ,
Original Contract: $4,000.00
Total: $4,000:00
Page 12 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non -Profit Contract
Agency Name:
United Way Silicon Valley
Executive Director:
Carole Leigh Hutton
Street Address:
1400 Parkmoor Avenue, Suite 250
Telephone number:
408.345.4350
Name of Project/Program:
211 Santa Clara County
Project /Program Location:
County -wide
EXHIBIT A
PROGRAM DEIS'CRIPTION
Project Manager:
Maya Esparza
City:
San Jose, California 95126
Fax Number:
408.345.5301
DUNS #:
(Not Applicable) Only used for CDBG
Project # (For Office Use Only)
HSG -5 -2014
State: Zip Code:
CA 1 95126
Project Manager E -mail Address:
Maya.esparza @uwsv.org
Project Description:
211 is a free phone number and online database that connects Californians quickly and effectively to existing health
and human service programs, joblessness support and disaster response information in their communities. It is
available 24 hours a day, 7 days a week and in 170 different hLnguages. Nationally, 211 covers 90 percent of the US
population. Currently, over 92 percent of the California's population has access to 211. In California, 211 is
regulated by the California Public Utilities Commission (CPUC). 211 information and referral providers connect
people of all income levels and language and cultural backgrounds to resources tailored to their needs and
circumstances, taking into account accessibility, eligibility requirements and other factors through live assistance
from certified information and referral specialists or online.
211 Santa Clara County (211 SCC) is a county -wide health and human service information and referral service. The
largest benefit is the easy to remember 3- digit, single call teler)hone number that can connect people with important
community services and volunteer opportunities with vetted information that includes program eligibility
requirements, etc. as opposed to individuals calling each agency on their own. Many professional service personnel
and employers utilize the service and refer their clients or staffto 211 SCC to access information on additional,
beneficial resources. It differs from 4 -1 -1 in that the caller does not have to know the name of the agency they want
to contact; 211 SCC call specialists are trained according to national standards to identify the type of service and the
best location for the caller. All 211 SCC call center specialists are Alliance of Information and Referral Services
(AIRS) certified and specially trained to ask pertinent questions in order to make the best possible referral, and are
trained in domestic violence, suicide and mandated reporter protocols. The caller can also receive multiple referrals
for multiple services with one call. 211 Santa Clara County provides this support to the county's 1.7 million people;
this includes the City of Cupertino's 58,302 residents (about 3.3% of the county population). In 2013, 211 SCC made
56,312 referrals. Additionally, under the CPUC, 211 plays a role in public information in a disaster, and is part of
Santa Clara County's Emergency Operations Plan, and will be activated to the Emergency Operations Center in the
event of a local disaster.
211 SCC serves the entire City of Cupertino 24 hours a day. Al l Cupertino residents have:
• free access from cell phones, pay phones, home phones and all other land lines
• free access to the 211 SCC website (www.21 I SCC.org)
• free TTY access to 211 SCC by calling 866 - 390 -6845.
Page 13 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non- Profit Contract
EXHIBIT B
PROGRAM WORK PLAN
FY 2014/15
AGENCY NAME: United Way Silicon Valley
PROGRAM NAME: 211 Santa Clara County
Benchmarks for Each Quarter
Objectives
1st 2nd 3rd 4th TOTAL
Cupertino residents who call and access 25 25 25 25 100
211 SCC
Page 14 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non -Profit Contract
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2014/15
AGENCY NAME: United Way Silicon Valley
PROGRM NAME: 211 Santa Clara County
Activity Number & Description:
# 1. Cupertino residents who call and access 211 SCC
ryActivi # Jul u e Oct: Nov Dec JanFeb Mari A r Ma: n _ �g �pa ., _ ��° � .R�. ,� . , ��s...w �P .. ��. .y W M
... ��.. _ x .
1 s s s s s s s s s s s 12 100
Page 15 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non -Profit Contract
EXHIBIT D
PROGRAM BUDGET
FY 2014115
Agency Name: United Way Silicon Valley
Project Name: 211 Santa Clara County
Proposed Project Expenses
Salaries /Benefits /Payroll /Taxes
Office Supplies
Communication
Publications /Printing /Advertising
Travel
Rent /Lease /Mortgage
Oilities
Insurance
Equipment Rental /Maintenance
Iudit/Legal /Professional Services (for HSG portion only)
Direct Services (Funding for specific service such as a meal, ride)
Contracted Services
Other
Total Expenses
Page 16 of 21
FY 2014-15 General Fund Human Service Grants (HSG) City/Non -Profit Contract
2014 -2015
HSG
Request
$4,000
$01
$0
$0
$0
$0
$0
$0
$01
$0
$0
$0
$0
$4,000
EXHIB]fT E
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 HSG 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 its the intent of the parties to this Contract to
provide the broadest possible coverage for the Cite. 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 Community Development: Department at the address set forth in this
Contract at Section VI. PROGRAM COORDLNfATION, 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.
Page 17 of .21
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non- Profit Contract
C. Qualifvina 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,.
•'
2. Commercial General Liability Insurance -- for bodily injury (including death) and
property damage which provides limits as fellows:
a. General limit per occurrence - $1,00+0,000
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.
Page 18 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non- Profit Contract
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 Liabilitv 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 EmOover's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad form all -
states endorsement.
Page 19 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) 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 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 Clontractor 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.
Page 20 of 21
FY 2014 -15 General Fund Human Service Grants (HSG) City/Non -Profit Contract
However, this shall not in any way limit liabilities assumed by the Contractor
under this Contract. The City shall lapprove 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 General Fund Human Service Grants (HSG) City/Non -Profit Contract