Loading...
14-117 General Fund Human Service Grants (HSG) Program City/Non-Profit Contract-Senior Adults Legal Assistance FIRST AMENDMENT TO GENERAL FUND HUMAN SERVICE GRANTS (HSG)PROGRAM CITY/NON-PROFIT CONTRACT (Services Only) The First Amendment to Contract is entered into between SENIOR ADULTS LEGAL ASSISTANCE (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 Nine Thousand Eight Hundred Dollars and No Cents ($9,800.00) for the purpose of implementing the CORPORATION'S project(hereinafter " Project"), as more particularly described in Exhibits A-E. For the period of , - ao Juae60p26% CITY agrees to allocate a portion of its current` HSG budget to CORPORATION as a subrecipient in the sum of Nine Thousand Eight Hundred Dollars and No Cents OMM,004 for 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 Ninteen Thousand Six Hundred Dollars and No Cents ($19,600.00). 2. Section II, "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; Page 1 of 11 FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment 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. AGENCY: CITY OF CUPERTINO, a municipal Senior Adults Legal Assistance corporation: By. Cel- - By: Va v J (qolint name) (print name) QA a 1 `( Ge rgia B it Date David Brandt Date Di ting Attorney City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: yr -��- Carol Korade Date Grace Schmidt Date City Attorney City Clerk EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT 100-72-712-700-702 PO# r-Cin e�clm.en Original Contract: $9,800.00 Total: -r , Page 2 of 11 FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment EXHIBIT A PROGRAM DESCRIPTION Agency Name: DUNS#: Senior Adults Legal Assistance Not Applicable(Only for CDBG) Chief Financial Officer: Project Manager: Project#(For Office Use Only) Georgia Bacil Georgia Bacil HSG-2015-3 Street Address: City: State: Zip Code: 160 East Virginia Street,Suite 260 San Jose California 95112 Telephone number: Fax Number: Project Manager E-mail Address: 408.295.5991 x202 408.295.7401 gbacil@sala.org Name of Project/Program: Legal Assistance to Cupertino Elders Project/Program Location: Cupertino Senior Center,21251 Stevens Creek Boulevard,Cupertino,California 95014 Project Description: SALA will provide free legal assistance to Cupertino seniors (defined as persons age 60 or older)primarily by continuing our expanded appointments at Cupertino Senior Center and by serving Cupertino seniors by phone that are homebound or with emergencies. A minimum of 40 unduplicated Cupertino seniors annually will be served. SALA will also make one community education/outreach presentation annually at a site in Cupertino. Our project provides Public Service Activities,specifically Legal Services for Seniors because we target our services exclusively to persons age 60 or older. Within the broad scope of legal services provided by SALA, our project also provides Domestic Violence Prevention because we provide legal assistance with Restraining Orders to prevent physical abuse of our clients that are victims of domestic violence or elder abuse. Both of activities are indentified as Non-Housing Community Development Needs for Cupertino in Section 4.10 of the Cupertino CON Plan. SALA is a nonprofit law office providing free legal services to Santa Clara County seniors under the Older Americans Act. SALA requests$9,800 for fiscal year 2015-16 to support SALA's expanded on-site legal service appointments at the Cupertino Senior Center.The staff at the Cupertino Senior Center will continue to schedule and confirm SALA appointments at their site and they will provide a private room for SALA appointments. SALA will also continue home visits to Cupertino elders who are homebound or institutionalized.Clients with urgent legal problems will also be served on an emergency basis by telephone. Cupertino elders who appear at SALA intake sites in other cities will also be served.The project services will be limited to seniors(persons age 60 or older)living within the geographic boundaries of Cupertino(i.e., Cupertino residents),targeting those who have low incomes.or are at risk of isolation,abuse,or premature institutionalization(age 75 or older,living alone,or disabled). SALA's statistics for Cupertino elders for 2013-14 indicate 65%were very low income(at or below 50%of the county median income level)and 55% were age 75 or older(a demographic indicator placing them at risk).According to the Council on Aging Area Plan on Aging for 2009-2012,which includes demographics for the age 60 population in Santa Clara County from the 2000 Census data,of the 218,931 county residents age 60 or older,37%are very low income and 33.5%are age 75 or older. SALA's statistics for 2013-14 also indicate 69%of our Cupertino clients were female and 49%identified themselves as minority elders. SALA expects similar demographics for Cupertino clients served in 2015-16. SALA will provide a full range of legal services(advice/referrals, consultations/brief service,and legal representation)to Cupertino seniors in these areas:Public Benefits; Housing;Elder Abuse/Domestic Violence;Nursing Homes/Alternatives;Advance Health Care Directives; Incapacity Planning,Consumer(Medicare HMO/Medi-Gap Insurance);Personal Affairs. Simple Wills will also be provided through SALA's pro bono No Fee Wills Panel or though SALA's Self Help(do it yourself) packets.One community education/outreach presentation will also be made annually at a site in Cupertino targeted to seniors,their families,or their advocates.With the funding requested SALA can maintain on-site service levels at the Cupertino Senior Center at their current levels.This funding will pay for direct personnel costs(salary/benefits/payroll taxes)for portions of two SALA attorney positions and two receptionist/ secretaries to support these service levels in Cupertino.No Cupertino funds will be used for overhead. EXHIBIT B Page 3 of 11 FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment PROGRAM WORK PLAN FY 2015/16 AGENCY NAME: Senior Adults Legal Assistance PROGRAM NAME: Legal Assistance to Cupertino Elders Benchmarks for Each Quarter Objectives 1st 2nd 3rd 4th TOTAL Legal Services—Cupertino Clients 10 10 10 10 40 Community Education/Outreach 0 0 0 1 1 EXHIBIT C Page 4 of 11 FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2015/16 AGENCY NAME: Senior Adults Legal Assistance PROGRM NAME: Legal Assistance to Cupertino Elders Activity Number & Description: #1.Legal Services—Cupertino Clients #2. Community Education/Outreach ct vlty#', "t Aug . Sep Oct Ncav Dec Jan Feb Mar Apr.' May Jun Total 1 3 3 4 3 3 4 3 3 4 3 3 4 40 2 0 0 0 0 0 0 0 0 0 0 0 1 1 Page 5 of 11 FY 2015-16 General Fund Human Service Grants (HSG)City/Non-Profit Contract Amendment EXHIBIT D PROGRAM BUGET FY 2015/16 Agency Name: Senior Adults Legal Assistance Project Name: Legal Assistance to Cupertino Elders Proposed Project Expenses FY 2015/16 Salaries/Benefits/Payroll/Taxes $9,800 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 Contracted Services $0 Other $0 Total Expenses $9,800 Page 6 of 11 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 party contracting with the City of Cupertino for the direct distribution of HSG funds. Indemni The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein,the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the 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. Page 7 of 11 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. Page 8 of 11 FY 2015-16 General Fund Human Service Grants(HSG)City/Non-Profit Contract Amendment 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. Page 9 of 11 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. Page 10 of 11 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. Page 11 of 11 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 U P E RT I N O WEBSITE:www.cupertino.org. June 26, 2014 Senior Adults Legal Assistance 160 East Virginia Street, Suite 260 San Jose, CA 95112 Re: General Fund Human Services Grants (H;:')G) 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 (Service, 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' f California ereinafter"CITY"), and Senior Adults Legal Assistance 1 a non-pro is 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. WITNESS]ETH 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 Nine Thousand and Eight Hundred Dollars and No Cents ($9,800.00) 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 seat 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 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: June 30,2015, or later date per amendment to this Contract; or upon the termination date established pursuant to Section VII or Section V]II of this Contract. Page ] of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract �1 III. SECOND YEAR RI1",NEWAL 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 Internal Revenue Service non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 2. During the Contract term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to DIRECTOR. 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. 4. Open to the public, meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. Page 2 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit contract n � 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 CORPOR.ATION'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 CORPOR.ATION'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: "funded 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 150 days of CORPORATION's fiscal year encompassed by the first year of this Contract. Page 3 of 21 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; CORPORA'T'ION 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 not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 1. Until five years following date of final payment of this contract, or 2. For such longer period, if any as is required by applicable law; or Page 4 of 21 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,Dr 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 termination 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 Nine Thousand and Eight Hundred Dollars and No Cents ($9,800.00). 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. Page 5 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract n , VI. PROGRAM COORDINATION A. CITY. The CITY Executive will assign a.jingle 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 Georgia Bacil to serve as DIRECTING ATTORNEY_ 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 DIRECTING ATTORNEY.. 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 Attention Senior Planner 10300 Torre Avenue, Cupertino, California 95014 CORPORATION: Senior Adults Legal Assistance Attn: Directing Attorney 160 East Virginia Street, Suite 260 San Jose, California 95112 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: 1. If CORPORATION (with or without klaowledge) 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 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract 11 1 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. TEL MtNATION 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 will be immediately discontinued. Page 7 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract - 11 1 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. 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 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 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract ` 11 XII. CLIENT IN]F'ORMATION CORPORATION agrees to maintain client records consistent with applicable laws regarding personal privacy and obligations of confidentiality. . XIII. HOLD HARMLESS 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 RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect touch breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the PROGRAM or this Contract. XV. NON-DISCIUMINATION 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 Cody. 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 trairting 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 n i 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 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" (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:-my 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 I')articipate 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 seq., 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 7 t 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 Scrota 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 ' IT 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 corporation: By: By: V'l �)t j (piti t name) (print name) Georg Bacil Date David Brandt Date DirectiiYg Attorney City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: Ch h AW& 6) jy (Sit arol Korade Date Grace Schmidt Date tA City Attorney City Clerk EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT 110-7406-7102 Original Contract: $9,800.00 Total: $9,800.00 Page 12 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract it 1 EXHIIBIT A PROGRAM DESCRIPTION Agency Name: DUNS#: Senior Adults Legal Assistance Not Applicable(Only for CDBG Funds) Directing Attorney: Project Manager: Project#(For Office Use Only) Georgia Bacil Georgia Bacil HSG-3-2014 Street Address: City: State: Zip Code: 160 East Virginia Street, Suite 260 San Jose CA 95112 Telephone number: Fax Number: Project Manager E-mail Address: 408.295.5991 x202 408.295.7401 gbacil @sala.org Name of Project/Program: - Legal Assistance to Cupertino Elders Project/Program Location: Cupertino Senior Center,21251 Stevens Creek Boulevard, Cupertino,California 95014 Project Description: SALA will provide free legal assistance to Cupertino seniors (defined as persons age 60 or older) primarily by continuing our expanded appointments at Cupertino Senior Center and by serving Cupertino seniors by phone that are homebound or with emergencies. A minimum of 40 unduplicated Cupertino seniors annually will be served. SALA will also make one community education/outreach ;presentation annually at a site in Cupertino. Our project provides Public Service Activities, specifically Legal Services for Seniors because we target our services exclusively to persons age 60 or older. Within the broad scope of legal services provided by SALA, our project also provides Domestic Violence Prevention because we provide legal assistance with Restraining Orders to prevent physical abuse of our clients that are victims of domestic violence or elder abuse. Both of activities are indentified as Non- Housing Community Development Needs for Cupertino in Section 4.10 of the Cupertino CON Plan. SALA is a nonprofit law office providing free legal services to Santa Clara County seniors under the Older Americans Act. SALA requests $9,800 for 2014-2015 (and for 2015-2016 if second year funding is extended) to support SALA's expanded on-site legal service appointrrients at the Cupertino Senior Center. The staff at the Cupertino Senior Center will continue to schedule and confirm SALA appointments at their site and they will provide a private room for SALA appointments. SALA will also continue home visits to Cupertino elders who are homebound or institutionalized. Clients with urgent legal problems will also be served on an emergency basis by telephone. Cupertino elders who appear at SALA intake sites in other cities will also be served. The project services will be limited to seniors (persons age 60 or older) living within the geographic boundaries of Cupertino (i.e., Cupertino residents), targeting those who have low incomes or are at risk of isolation, abuse, or premature institutionalization (age 75 or older, living alone, or disabled). SALA's statistics for Cupertino elders for 2012-13 indicate 50% were very low income (at or below 50% of the county median income level) and 56% were age 75 or older (a demographic indicator placing them at risk). According to the Council on Aging Area Plan on Aging for 2009-2012, which includes demographics for the age 60 population in Santa Clara County from the 2000 Census data, of the 218,931 county residents age 60 or older, 37io are very low income and 33.5% are age 75 or older. SALA's statistics for 2012-13 also indicate 67%of our Cupertino clients were female and 25%identified themselves as minority elders. SALA expects similar demographics for Cupertino clients served in 2012-13. SALA will provide a full range of legal services (advice/referrals, consultations/brief service, and legal representation) to Cupertino seniors in these areas: Public Benefits; Housing; Elder Abuse/Domestic Violence; Nursing Homes/Alternatives; Advance Health Care Directives; Incapacity Planning, Consumer (Medicare HMO/Medi-Gap Insurance); Personal Affairs. Simple Wills will also be provided through SALA's pro bono No Fee Wills Panel or though SALA's Self Help(do it yourself)packets. One community education/outreach presentation will also be made annually at a site in Cupertino targeted to seniors, their families, or their advocates. With the funding requested SALA can maintain on- site service levels at the Cupertino Senior Center at their current levels. This funding will pay for direct personnel costs (salary/benefits/payroll taxes) for portions of two SALA attorney positions and two receptionist/secretaries to support these service levels in Cupertino.No Cupertino funds will be used for overhead. 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: Senior Adults Legal Assistance PROGRAM NAME: Legal Assistance to Cupertino Elders Benchmarks for Each Quarter Objectives Isit 2nd 3rd 4th TOTAL Legal Services—Cupertino Clients 1() 10 10 10 40 Community Education/Outreach 0 0 0 1 1 Page 14 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract - 'T I EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2014/15 AGENCY NAME: Senior Adults Legal Assistance PROGRM NAME: Legal Assistance to Cupertino Elders Activity Number&Description: 91.Legal Services—Cupertino Clients #2. Community Education/Outreach ,ctvt Tall 1 3 3 4 3 3 4 3 3 4 3 3 4 40 2 0 0 0 0 0 0 0 0 0 0 0 1 1 Page 15 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract EXHIIBIT D PROGRAM BUDGET FY 2014/15 Agency Name: Senior Adults Legal Assistance Project Name: Legal Assistance to Cupertino Elders Proposed Project Expenses 2014-2015 HSG Request Salaries/Benefits/Payroll/Taxes $9,800 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(for HSG portion only) $0 Direct Services(Funding for specific service such as a meal.,ride) $0 Contracted Services $0 Other $0 Total Expenses $9,800 Page 16 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract - ,, 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 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 is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the 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 Nvith 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 r � 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. Page 18 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract tt � 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 Cup_ ertino, 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. 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 occuurrence/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 sorne 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 T1 r 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 21 of 21 FY 2014-15 General Fund Human Service Grants(HSG)City/Non-Profit Contract n i