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16-088 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City Non Profit Contract, West Valley Community Services (WVCS) of Santa Clara County, Inc.SECOND AMENDMENT TO BELOW MARKET-RATE (BMR) AFFORDABLE HOUSING FUND (AHF) CITY/NON-PROFIT CONTRACT This Second Amendment to Contract (the "Second Amendment") is entered into as of July 1, 2018 by and between WEST VALLEY COMMUNITY SERVICES OF SANTA CLARA COUNTY, INC. ("CORPORATION") and the CITY OF CUPERTINO ("CITY") to amend that certain Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract (Services Only) dated July 1, 2016 (the "Contract"). WITNESSETH WHEREAS, CITY has reserved a portion of its Below Market Rate ("BMR") Affordable Housing Fund ("AHF") funds to be used on activities that benefit Cupertino's residents; and, WHEREAS, pursuant to the Contract, CITY granted CORPORATION a portion of CITY'S BMR AHF FY 2016-17 budget in the amount of One Hundred Sixty Thousand Dollars ($160,000) for the Program to be operated within CITY for the benefit of low-and very low- income households; WHEREAS, pursuant to that certain First Amendment to BMR AHF City/Non-Profit Contract (the "First Amendment"), CITY allocated a portion of its BMR AHF FY 2017-18 in the amount of One Hundred Sixty Thousand Dollars ($160,000) for the Program; and WHEREAS, CITY has secured additional BMR AHF funds and CITY and CORPORATION desire to extend and amend the Contract to continue to fund the Program. THEREFORE, the parties agree to the following amendments and revisions to the Contract: I. .PROGRAM In the original Contract, CITY allocated the sum of One Hundred Sixty Thousand Dollars ($160,000) for the period of July 1, 2016 to June 30, 2017, in BMR AHF funds to CORPORATION, for the purpose of implementing CORPORATION'S program (the "Program"), as more particularly described in Exhibits A-E to the Contract, and said Exhibits, as may be amended or modified, are attached to this Second Amendment and incorporated herein by reference. Exhibit A: Program Description Exhibit B: Program Work Plan Exhibit C: Proposed Implementation Timeline Schedule Exhibit D: Program Budget Exhibit E: Basic Insurance and Bond Requirements For Non-Profit Contracts 1 Pursuant to the First Amendment, CITY provided additional BMR AHF funds to CORPORATION in the sum of One Hundred Sixty Thousand Dollars ($160,000) for the period of July 1, 2017 to June 30, 2018 for CORPORATION to continue to implement the Program. Pursuant to this Second Amendment, CITY agrees to allocate additional funds from its current BMR AHF budget to CORPORATION in the sum of Eighty Thousand Dollars ($80,000) for the period of July 1, 2018 to June 30, 2019 for CORPORATION to continue to implement the Program. The total budget for the Program and allocation of funds from July 1, 2016 through June 30, 2019 shall not exceed Four Hundred Thousand Dollars {$400,000). II. TERM The term of the Contract is extended for one year, from July 1, 2018 through June 30, 2019, unless otherwise amended or terminated earlier pursuant to Section VII or Section VIII of the Contract. III. MISCELLANEOUS A. No Further Amendments. Except as provided in this Second Amendment, all terms, covenants and conditions of the Contract and the First Amendment which are not herein amended, shall remain in full force and effect. B. Conflicts. In the event of any conflict between this Second Amendment and the Contract, the provisions of this Second Amendment shall prevail. C. Counterparts: Multiple Originals. This Second Amendment may be signed in counterparts which shall constitute one complete instrument. This Second Amendment may be signed in multiple originals, each of which shall be deemed to be an original. [Signatures on following page] 2 IN WITNESS WHEREOF, the parties have executed this Second Amendment effective on the later date shown below. CORPORATION: WEST VALLEY COMMUNITY SERVICES OF SANTA CLARA COUNTY, INC., a California nonprofit public benefit corporation By: j{l k ,f&IL fr Josh Selo Date Executive Director APPROVED AS TO FORM: 0 I EXPENDITURE DISTRIBUTION Date CITY: CITY OF CUPERTINO, a municipal corporation By: ,.,~,~~¢t Assistant City Manager ATTEST: ~-k s-: 2.-'f-tl< rnce Schmidt I Date City Clerk PO# 265-72-711-600-623 Original Contract: $160,000 Amendment #I: $160,000 Amendment #2: $80,000 Total: $400,000 3 Agency EXIDBITA PROJECT DESCRIPTION FY 2018-19 Name: DUNS: West Valley Community Services (Greenwood Ct.) 141088968 Executive Director: Project Manager: Project # (For Office Josh Seto Suiatha Venkatraman 265-72-711 750-016 Use Only) Street Address: 10104 City: Cupertino State: CA I Zip Code: 95014 Vista Drive Telephone number: Fax Number: Manager E-mail 408-255-8033 sujathav@wvcommnnityservices.org; Name of Pro·ect: Greenwood Court Renovation Pro·ect Pro ·ect Location: 10104 Vista Drive Cu ertino, CA 95014 Project Description: Between 2016 to 2017, WVCS successfully converted the Transitional Housing Program to BMR, adding four more units to the current BMR inventory. These four units will house family sizes of four or more. This will help families who are extremely low and very low income and enable them to live and work in Cupertino. We are requesting funds to complete the renovation work in these units. Current renovation work plan includes: I. Replace the heating units in Unit I and Unit 2 and convert all units to centralized heating 2. Landscaping over the entire complex 3. Repair and restore the laundry room 4. Trash enclosure The renovation work will include the cost of material and labor for all four units. 4 EXHIBITB PROJECT WORK PLAN FY 2018-19 AGENCY NAME: West Valley Community Services PROJECT NAME: Greenwood Court Renovation Project Objectives Renchmarks for Each Quarter 1st 2nd 3rd Jth TOTAL Landscaoing of entire oroiects 0 0 0 I 1 Laundrv reoair and Trash Enclosure 0 0 0 1 I Unit 1 and Unit 2 Heatin,:, svstem 1 1 0 0 2 5 EXHIBITC PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2018-19 AGENCY NAME: West Valley Community Services PROJECT NAME: Greenwood Court Renovation Project Activity Number & Description: #1. #2. #3. Activitv # Jul Am! Seo Oct Nov Dec Jan 6 Feb Mar Aor Mav Jun Total EXHIBITD PROJECT BUDGET FY 2018-19 AGENCY NAME: West Valley Community Services PROJECT NAME: Greenwood Court Renovation Project Pronosed Proiect Exnenses Salaries/Benefits/Pavroll/Taxes Office Sunnlies Communication Publications/Printimd Advertisin2: ravel Rent/Lease/Mort2:a2:e Utilities Insurance Eauioment Rental/Maintenance A.udit/Le2:al/Professional Services (for CDBG oortion onlv, Direct Services 7Fundini, for specific service such as a meal, ride) Contracted Services Other otal Exoenses 7 FY 2018-19 $0 $80,000 $80,000.00 EXIDBITE 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 ofBMR AHF funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, th9 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. 8 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 I. 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. 9 4. For either type of insurance, coverage shall include the following endorsements, copies of 5. 6. 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 oflnsurance. 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 oflnterest 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. 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. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. 10 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. 11 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. 12 FIRST AMENDMENT TO BELOW MARKET-RATE (BMR) AFFORDABLE HOUSING FUND (AHF) CITY/NON-PROFIT CONTRACT This First Amendment to Contract (the "F irst Amendment") is entered into between WEST VALLEY COMMUNITY SERVICES OF SANTA CLARA COUNTY, INC. (CORPORATION) and the CITY OF CUPERTINO (CITY) to amend the Below Market-Rate (BMR) Affordable Housing Fund (AHF) Program Contract (CONTRACT) dated July 1, 2016 . WITNESS ETH WHEREAS , CITY has reserved a portion of its BMR AHF funds to be used on activities that benefit Cupertino's residents; and, WHEREAS, CITY granted CORPORATION a portion of CITY'S BMR AHF 2016-17 budget for the Program to be operated within CITY for the benefit of low and very low-income households; and WHEREAS, CITY has secured additional BMR AHF funds and CITY and CORPORATION desire to extend and amend the Contract to continue to fund the Program. THEREFORE, the parties agree to the following amendments and revisions to the Contract: I. PROGRAM In the original Contract, CITY a lloc ate d th e sum of One Hundred Sixty Thousand Dollars and No Cents ($160,000) for the period of .July 1, 2016 to June 30, 2017 , in BMR AHF funds to CORPORATION, for the purpose of implementing CORPORATION'S program (hereinafter 11 Program"). Pursuant to this First Amendment to the Contract, CITY agrees to allocate additional funds from its current BMR AHF budget to CORPORATION in the sum of One Hundred Sixty Thousand Dollars and No Cents ($160,000) for the period of July 1, 2017 to June 30, 2018 for CORPORATION to continue to implement the Program. The Program is more paiiicularly described in Exhibits A-E to the Contract, and said Exhibits, as ma y be amended or modified , are attached to this First Amendment and incorporated herein by reference. 1. Exhibit A: Program Description; 2. Exhibit B: Program Work Plan; 3. Exhibit C: Proposed Implementation Timeline Schedule; 4 . Exhibit D: Program Budget; 5. Exhibit E: B as ic Insurance and Bond Requirements For Non-Profit Contracts The total budget for the Program and allocation of funds from July 1, 2016 through June 30, 2018 shall not ex ceed Three Hundred Twentv Thousand Dollars and No Cents ($320,000). Page 1 of 14 FY 2017-18 Be low Market-Ra te (BMR) Affordab le Hou sing Fund (AHF) Cit y/Non-P rofit Contract Amendme nt ll. TERM The tenn of the Contract is extended for one year, from July 1, 2017 through June 30, 2018 , tmless otherwise amended or terminated earlier pursuant to Section VI or Section VII of the Contract. IV. OBLIGATIONS OF CORPORATION Tn Paragraph C, Fiscal Responsibilities of CORPORA TJON, subparagraphs 6 and 7 are amended and paragraphs 8 and 9 are added to r ead as follows: 6. Record the Regulatory Agreement against the property in the form attached as Exhibit F, "Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants." 7. Obtain all construction permits required to implement the Program. 8. Items (l) through (7) above are express conditions precedent to disbursement of an y CITY funding and failure to comply with these conditions will , at discretion of CITY, result in suspension of funding or tennination of the Contract and this First Amendment. 9. If CORPORATION does not use the 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 somces. CORPORATION is required to respond to any adverse findings which may lead to disallowed costs subject to provisions of 0MB Circular A-122, "Cost Principles for Non-Profit Organi za tions." The following provision is added to the Contract: J. Prevailing Wages. CORPORATION is required to become familiar and comply with all local, state and federal laws and regulations pertaining to the Program. With respect to complying with prevailing wages, CORPORATION will pay, and shall cause any consultants or contractors to pay, prevailing wages in any construction work related to the Program as those wages are dete rmined pursuant to California Labor Code section 1720 et seq. CORPORATION will comply with a ll other a pplicable provisions of the California Labor Code Sections 1720 e t ~. and with the implementing regulations of the Department of Industrial Relations (the "DIR"), including but not limited to: a. require consultants or contractors to employ apprentices as required by California Labor Code Section 1777.5 et gg., and the implementing regulations of the DIR and to comply with the other applicable provisions of California Labor Code Sections 1720 et~., 1777.5 et gg., and implementing regulations of the DIR; b. keep and retain , and cause consultants and contractors to keep and retain, such records as are n ecessa ry to determin e if such preva iling wages have been paid as required Page 2 of 14 FY 2017-18 Be lo w Market-Rate (BMR) Affordab le Hou sing Fund (AHF) Cit y/Non -Profit Contract Amendm e nt pursuant to California Labor Code Section 1720 et~., and apprentices have been emp lo ye d as required by California Labor Code Section 17 77.5 et~.; c. post at the property, or cause the contractor to post at the Property, the applicable prevailing rates of per diem wages . Copies of the currently applicable current per diem prevailing wages are available from DIR; d. cause contractors and subcontractors working on the Program to be registered as set forth in California Labor Code Section 1725 .5; e. cause contractors and subcontractors, in all calls for bids, bidding materials and construction contract documents to specify that : i. no contractor or subcontractor may be listed on a bid proposal nor be awarded a contract.for construction related to this Program unless registered with the DIR pursuant to California Lab or Code Sec. 1725.5,· and ii . any construction work related to this Program is su~ject to compliance monitoring and er!forcement by the DIR. f. provide the City all information required by California Labor Code Section 1773.3 as set forth in the DTR's on line forn1PWC-100 within 2 days of the award of any contract (hnps:_.'\v,vw di r.ca.£;OD1Wc I O(kx r!); g. cause contractors to post job site notices, as prescribed by regulation by the DIR ; and h. cause contracto rs to furnish payroll records required by California Labor Code Section 1776 directl y to the Labor Commissioner, at le ast monthly in the electronic format prescribed by the Labor Commissioner. CORPORATION agrees to ind emnify , hold hannless and defend (with counsel reasonably acceptable to the City) the City against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including CORPORATION, its contractor and subcontractors) to pay prevailing wages as determined pursuant to California Labor Code Sections 1720 et seq., to employ apprentices pursuant to California Labor Code Sections 1777.5 et seq., to meet the conditions of California Labor Code Section 1771.4, and implementing regulations of the DIR, or to comply with the other app licable provisions of California Labor Code Sections 1720 et~., 1777.5 et~., and 1771.4, and the implementing regulations of the DIR , in connection with construction work related to th e Program and subject Property. The requirements in this pro vision shall survive the termination of the Contract. Page 3 of 14 FY 20 l 7-18 Be lo w Mark et-R at e (BMR) Affordable Hou sing Fund (AHF) City /N on-Profit Conti-act Amendment XVIII. MISCELLANEOUS Paragraph C, Conflict ofinterest, is amended to read as follows: C. Conflict of Interest. l. General Provision. In accordance with Government Code Section l 090 and the Political Refo1m 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 any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to pa1iicipate 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. CORPORATION shall exercise due diligence to ensure that the prohibition in this section is followed. Fmiher, no person who is a director, officer, patiner, trustee or employee or consultant of CORPORATION, or immediate family member of any of the preceding, shall make or pmiicipate 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 an y source of incom e, investment or interest in real prope1iy of that person or CORPORA TTON. Interpretation of this section shall be governed by the definitions and provisions used in the Political Refonn Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090. 2. Provisions Specifically Applicable to BMR Units. In addition to subparagraph (1) above, the following individuals are ineligible to purchase or rent a BMR unit at the Property: • CITY employees and officials (and their immediate family members and dependents) who have policy-making authority or influence regarding CITY housing programs, or who pmiicipate in making decisions regarding CITY housing programs , administer CITY housing programs, or whose sala1y is paid in any part from a ClTY housing program; • Any consultant to the CTTY and employees of the consultant (and their immediate family members and dependents) who have policy-making authority or influence regarding CITY housing programs, or who participate in making decisions regarding CITY housing programs, administer CITY housing programs , or whose salary is paid in any paii from the Grant or any other CITY housing program . These provisions regarding consultants apply to CORPORATION and its employees, their immediate family members, and dependents ; • The construction contractor for the Program and its officers and employees (and their immediate family members and dependents); or Page 4 of 14 FY 20 l 7-1 8 Below Ma rk et-R ate (BMR) Affordable Hou sing Fund (AHF) City/Non-Profi t Co ntract Amendment • Any other individual who has a conflict of interest as defined by federal or state law or those covered by the CITY's adopted Conflict of Interest Code. CORPORATION shall annually inform the CITY if any of its employees are on the wait list for BMR units and of their placement on the wait list. If an employee of CORPORATION is being evaluated for the rental of a particular BMR lmit at the property, then all review, evaluation, and decision regarding that BMR unit must be performed by the CTTY, not CORPORA TTON. All Contract ten11S , covenants and conditions which are not herein amended, shall remain in full force and effect. IN WITNESS WHEREOF, the paiiies have exeCllted this First Amendment effective on the later date shown below. CORPORATION: WEST VALLEY COMMUNITY SERVICES OF SANTA CLARA COUNTY, INC. By: (print name) -~~ k~ Josh Selo Executive Director Date APPROVED AS TO FORNI AND LEGALITY: ~ (o\q/l ~ cC\'</i.J Randolph Stevenson Hom ~ City Attorney EXPENDITURE DISTRIBUTION Date CITY: CITY OF CUPERTINO, a municipal corporation: arti Shrivastava Assistant City Manager ATTEST: ~2A. Grace Schmidt City Clerk rlt /()~lo --17 Date PO # 265-72-7 11-600-623 Origin a l Contract: $160 ,000 Amendment # I: $160,000 Total: $320.000 Page 5 of 14 FY 2017 -1 8 Below Market-Ra te (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract Ame ndment Agency Na:i;ne: EXHIBIT A PROJECT DESCRIPTION FY 2017/18 DUNS: West Valley Community Services (WVCS) Executive Director: Project Manager: Project# (For Office Use Only) Josh Selo Sujatha Venkatraman Street Address: City: State: / Zip Code: 10104 Vista Drive Cupertino CA 95014 Telephone number: Fax Number: Manager E-mail 408-255-8033 sujathav@wvcommunityservices.org; Name of Project: Greenwood Court Renovation Project Project Location: 10104 Vista Drive Cupertino, CA 95014 Project Description: West Valley Community Services , Inc. (WVCS) is a private non-profit, community-based agency that has been providing direct assistance and referral services to the West Valley communities of Santa Clara County for over 40 years. Fotmded in 1973, WVCS provides a continuum of basic needs , family support services, and housing, including information and referrals, food pantry, transitional housing, affordable housing and placement, financial assistance, family support, and case management services. This project will help renovate WVCS's Transitional Housing Program to City of Cupertino Below Market Rate units. This conversion with help increase the BMR inventory by adding four more units to the cunent BMR inventory. These four units will house family sizes of three and more. This will help families who are extremely low and very low families to be able to live and work in Cupertino . This project will help WVCS renovate the current units to make them more suitable for BMR rental. For the last 25 years WVCS has operated the Transitional Housing Program which serves the homeless and chronically homeless population. On average, this program serves 45 individuals and experiences a lot of transitions which has resulted in significant wear and tear in the units. The transitional housing consists of four duplexes with three bed.rooms in the heart of Cupertino. The renovation work will include the cost of the material and labor for all four units . This project will help replace the roof, fence repair, remodel the laundry room, electrical repair, and landscaping at Greenwood Court. Page 6 of 14 FY 2017-18 Below Ma rk et-R ate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract Ame ndm ent AGENCY NAIYIE: PROJECT NAME: EXHIBIT B PROJECT WORK PLAN FY 2017/18 West Valley Community Services Greenwood Court Renovation Project Benchmarks for Each Quarter Objectives pt 2nd 3rd 4th Renovate I Rehab Existing Units 0 0 0 1 Page 7 of 14 TOTAL 1 FY 2017-18 Below Ma rket -R ate (BMR) Affordab le Housing Fund (AHF) City/Non-Profit Contract Amendment EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2017/18 AGENCY NAME: PROJECT NAME: W est Valley Community Services Greenwood Court Renov ation Project Activity Number & Description: I #1. Provide Access to Affordable Housing Activi , # Jul Au Oct Nov Dec Jan Feb · Mar A r Ma 1 0 0 0 0 0 0 0 0 0 0 Page 8 of 14 FY 20 17-18 Be low Marke t-R ate (BMR) Afforda bl e Hous in g F und (A HF ) City /Non-P ro fit Co ntrnc t Amendment Jun Total 1 1 AGENCY NAME: PROJECT NAME: EXHIBIT D PROJECT BUDGET FY 2017/18 West Valley Community Services Greenwood Comt Renovation Project Proposed Project Expenses Salaries/Benefits /Payroll/Taxes Contracted Services Total Expenses EXHIBIT E FY 2017/18 $25,000 $135,000 $160,000 BASIC INSURANCE AND BOND REQUIREMENTS FOR Page 9 of 14 FY 201 7-18 Be low lVfark et -R ate (BM R) Afforda ble Hous ing F und (A HF) Cit y/No n-P rofit Co ntrac t Ame ndm ent EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit Eis the patiy contracting with the City of Cupertino for the direct distribution of BMR AHF funds . Indemnity The Contractor shall indemnify , defend, and hold ham1less 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 personn el 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 incuned 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 fo1111 or a fonn approved by th e City's Insurance Manager an original plus one copy of a Ce1iificate 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 caITier may be substituted for the City's Special Endorsement form if they provide the coverage as required. ln 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 Depaiiment at the address set fo1ih 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 thi1ty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, l 0300 Torre Avenue, Cupettino, CA 95014. Page 10 of 14 FY 20 17 -1 8 B e low M ark e t-R a te (B l'v!R ) Afford a bl e H o us in g Fund (A HF) C it y/No n-Profi t C ontnic t A m e ndme nt C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial si z e c atego1y 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 injmy (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 Injmy limit -$1,000 ,000 If coverage is prov ided under a Commercial General Liability Insurance fotm, the canier shall provide the City Insurance Manager with a quaiierly rep01i 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 assLm1ed 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 11 of 14 FY 201 7-1 8 Be low Ma rk et-R ate (B MR ) Afford a bl e Ho us in g Fun d (A HF) City/N on-Profit Co ntr ac t Am endm ent 5. 6. 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 maint ained by the City of Cupertino, its officers, agen ts , 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 Ce1iificate 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. Persona l 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 Companis limit of liability. Comprehensive Automobile Liability Insurance for bodily injury (including death) and prope1iy 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 an d hired vehicles. Worker's Compe nsation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. Page 12 of 14 FY 2017-18 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract Amendment 7. 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. 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. lf this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occmTence /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 requi rements. 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 recei ve d 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 insmance 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 fu lfilled by self-insurance on the part of the Contractor. Page 13 of 14 FY 201 7-1 8 Be low Market -Rate (B MR) Affo rdable Ho us in g Fund (A HF) Cit y/Non -Profit Co ntra c t Ame ndm e nt However, this shall not in any way limit liabilities assumed by the Contractor w1der 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 14 of 14 FY 2017-18 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non -Profi t Contract Amendment City of Cupertino's Below Market Rate Housing Program Wellness Brown Bag Session City staff will be hosting a brown bag session to share important information about the City's BMR Ownership and Rental Programs. Bring your lunch and join us to learn more about the City's affordable housing program for yourself or for others! join us to learn about / Priority Points for public agency. employees (YOU!) / Overview of the BMR Ownership Program ../ Overview of the BMR Rental Program v How to join the 2018 waiting list ./ Requirements of the Program / Q&A BMR Rental Program-2017 Income Limits Household Size 1 2 3 4 5 6 Very-Low Income $41,800 $47,800 $53,750 $59,700 $64,500 $69 ,300 Low Income $59,400 $67,900 $76,400 $84,900 $91,650 $98,450 BMR Purchase Program-2017 Income Limits Household Size 1 2 3 4 5 6 Med ian Income $79,300 $90,650 $101,950 $113 ,300 $122,350 $131,450 Moderate Income 95150 $108,750 $122,350 $135,950 $146,850 $157, 70 If you need additional information after this session, please contact Kerri Heusler at kerrih@Cupertino.org '*;J)h; .,i/':,l·Monday ~· . ... ' :'.1': ... · Sept 25th ·;e~i 12:00noon - ~· ' . . · ·-1':00pm BELOW MARKET-RA TE (BMR) AFFORDABLE HOUSING FUND (AHF) CITY/NON-PROFIT CONTRACT (Services Only) THIS Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract (the "Contract") is entered into between the CITY OF CUPERTINO, a political subdivision of the State of California (hereinafter "CITY"), and WEST VALLEY COMMUNITY SERVICES (WVCS) OF SANTA CLARA COUNTY, INC. 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 Below Market-Rate (BMR) Affordable Housing Funds (AHF) funds (hereinafter "Grant") to CORPORATION on April 19, 2016. WITNESS ETH WHEREAS, CITY has reserved a portion of its BMR AHF funds to be used on activities that benefit Cupertino's residents; and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY'S BMR AHF budget for the Program as described below to be operated within CITY and will benefit low and very low-income households; NOW, THEREFORE, the parties agree as follows; I. PROGRAM CITY agrees to allocate a portion of its current BMR AHF budget to CORPORATION, being the sum of One Hundred Sixty Thousand Dollars and No Cents ($160,000.00) 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 BMR AHF funds for eligible activities. Unless amended prior to its expiration, the term of this Contract for disbursement purposes will begin on July l, 2016 and will end on June 30, 2017 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 l, 2016 and terminate on the earliest of the following dates as set forth herein: Page I of21 FY 20 16-1 7 Below Market-Rate (BMR) Affordab le Housing Fund (AHF) C ity/Non-Profit Contract June 30, 2017 , or later date per amendment to this Contract; or upon the termination date established pursuant to Section VII or Section VIII of this Contract. III. SECOND YEAR RENEW AL 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 oflnsurance. 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 oflncorporation 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 oflncorporation, 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 pmiions thereof, dealing with personnel or litigation matters or as otherwise provided by law. Page 2 of21 FY 201 6-17 Be low Market-R ate (BMR) Afforda bl e Ho us in g Fu nd (A HF) C ity/Non-P ro fit Contract 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws. 7. Provide to the CITY a copy of a resolution authorizing the CORPORA TIO N'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 CORPORA TION'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 CORPORA TION's fiscal year encompassed by the first year of this Contract. Page 3 of21 FY 20 16-1 7 Below Market-Rate (BMR) Affordable Housing Fund (A HF) C ity/No n-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 Stlbmitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract term. Funds not disbursed will be returned to the City for future reallocation. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit E, "Insurance and Bond Requirements." 6. Items 1) through 5) above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Contract. 7. If CORPORATION does not use Grant funds in accordance with the requirements of this Contract; CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings, which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non- Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. Maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (a) all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Contract or to operate the PROGRAM, and (b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided for the Program. Such data will include, but 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 of2 I FY 20 16-1 7 Below Marke t-R ate (BMR) Affordable Housin g Fund (AHF) City /No n-Profit Co nt ract 3. If this Contract is completely or patiially terminated, the records relating to the work terminated will be preserved and made available for a period of fi v e years from the date of termination. F . Examination of Records and Facilities . At any time during nonnal 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) fiv e 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 repres entatives 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 termination of this Contract, the CORPORATION will transfer to the CITY any BMR AHF funds on hand at the time of expiration and any accounts receivable attributable to the use of funds. V. OBLIGATIONS OF CITY A. Method of Payment. During the term of this Contract, CITY shall disburse BMR AHF funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the PROGRAM, not to exceed the total sum of One Hundred Sixty Thousand Dollars and No Cents ($160,000.00). 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 VI , 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 of2 l FY 2 01 6-17 Be low Marke t-Rate (BMR) Affo rd a bl e Ho us ing Fund (A HF) C ity/Non-Profi t Cont ract 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 Josh Selo to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: CORPORATION: City of Cupertino Attn: Senior Housing Planner 10300 Torre A venue Cupertino, CA 95014 West Valley Community Services of Santa Clara County, Inc. Attn: Executive Director 10104 Vista Drive Cupertino, CA 95014 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 knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the PROGRAM. I Page 6 o f2 l FY 20 16-1 7 Below Marke t-R ate (BMR) Affo rda bl e Housin g Fund (A HF) City/No n-P ro fit Co nt rac t 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 Calise . 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 thi11y (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued. C . In the event that this Contract is te1minated, CORPORA TON may be required to return funds to the CITY. Page 7 of21 FY 2016-17 Below Market-Rate (BMR) Afforda bl e Hou si ng Fund (A HF) C ity/Non-Profit Co ntract 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. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CORPORATION agrees to maintain client records consistent with applicable laws regarding personal privacy and obligations of confidentiality. P age 8 of 21 FY 20 16-1 7 Below Market -R ate (BMR) Afforda bl e Hous ing Fu nd (A HF) City/No n-Pro fit Con trac t XIII. HOLD HARMLESS In addition to the indemnity obligations set fo1th in Exhibit E , "Insurance and Bond Requirements ," CORPORATION will indemnify and hold hannless the CITY , its employees, agents , and officials , members of boards and commissions , from any and all claims , actions , suits, charges and judgments whatsoev er , with respect to a ny dam ages, 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 wh ile 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. N ON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino 's policies concerning nondiscrimination and equal opportunity in contracting . Such laws include but are not limited to the following: Title VII of the Civil Rights 'Act of 1964 as amended ; Americans with Disabilities Act of 1990 ; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq .); and California Labor Code sections 1101 and1102 . 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 fonns 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 . XVI. AMENDMENTS Other than the amendment related to a second year renewal option as stated in Section III. above, amendments to the te1ms or conditions of this Contract must be requ ested in writing by a duly Page 9 of 2 1 FY 20 16-1 7 Be low Market-Rate (BMR) Affo rda bl e Hou s in g Fu nd (A H F) City/Non-Profit Co nt ract 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~., except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision-making process, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, during, or at any time after, such person's tenure . The CORPORATION shall exercise due diligence to ensure that the prohibition in this section is followed. Further, no person who is a director, officer, partner, trustee or employee or consultant of the CORPORATION, or immediate family member of any of the preceding, shall make or participate in a decision, made by the CITY or a CITY board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or the CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes , and Government Code Section 1090. 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. P age 10 of21 FY 2016 -1 7 Be low Market-Ra te (BMR) Affordabl e Hous ing Fund (A HF) City/Non -Profit Co nt ract 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 of21 FY 20 16-17 Below Market-Rate (BMR) Affordab le Housing Fund (A HF) C ity/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: West Valley Community Services (WVCS) of Santa Clara County, Inc. By: (print name) Josh Selo Executive Director Date APPROVED AS TO FORM AND LEGALITY: Randolph Stevenson Hom City Attorney EXPENDITURE DISTRIBUTION ACCOUNT NUMBER 265-72-711-700-702 PO#: Original Contract (1 " Yr.): Contract Amendment (2"d Yr.): Total: CITY OF CUPERTINO, a municipal corporation: By Dq u) 6rn.-J \ V~ (;z) David Brandt City Manager ATTEST: Grace Schmidt City Clerk AMOUNT $160,000 .00 $0 .00 $160,000.00 Date Date Page 12 of21 FY 2016-17 Belo w Market-Rate (BMR) Affordable Hou sing Fund (AHF) City/Non-Profit Contract Agency Name: EXHIBIT A PROGRAM DESCRIPTION West Valley Community Services (WVCS) of Santa Clara Countv, Inc. Executive Director : Project Manager: Josh Selo Sujatha Venkatraman Street Address: City: 10104 Vista Drive Cupe1tino Telephone number: Fax Number: 408.255.8033 x103 408 .366.6090 Name of Project/Program: 10311 & 10321 Greenwood Court Renovation Proiect Project/Program Location: 10311 & 10321 Greenwood Court, Cupertino, CA 95014 Project Description: Grant# (For Office Use Only) BMR-2016-4 State: / Zip Code : CA 95014 Project Manager E-mail Address: sujathav@wvcommunit~services.org West Valley Community Services, Inc . (WVCS) is a private non-profit, community-based agency that has been providing direct assistance and refeITal services to the West Valley communities of Santa Clara County for over 40 years. Founded in 1973, WVCS provides a continuum of basic needs , family support services, and housing, including information and refeITals , food pantry, transitional housing, affordable housing and placement, financial assistance , family support, and case management services. This project will help renovate WVCS's Transition al Housing Program to Below Market Rate units. This conversion with help increase the BMR inventory by adding four more units to the current BMR inventory . These four units will house family sizes of four and more. This will help families who are extremely lo w and very low families to be able to live and work in Cupertino. Since 1994 , WVCS has successfully administered and managed the affordable housing program for the City of Cupertino. This proposed project will help WVCS renovate the cu1Tent units to make them more suitable for BMR rental. For the last 25 years WVCS has operated the Transitional Housing Program which serves the homeless and chronically homeless population . On average, this program serves 45 individuals and experiences a lot of transitions which has resulted in significant wear and tear in the units. The transitional housing consists of four duplexes with three bedrooms in the heart of Cupertino. The renovation work will include the cost of the material and labor for all four units . The renovation work plan includes: 1. Kitchen cabinet and counter top replacement 2. Replacement of the refrigerator, dishwasher, and oven range 3 . Laminate flooring in the living area and stairs 4 . Replacement of bedroom carpets 5. Replacement of all doors 6. Replacement of closet doors 7 . Replacement of windows and patio screen doors 8. Drywall repair and interior painting 9. Replacement oflight fixtures to energy efficient bulbs Page 13 of21 FY 20 16-17 Be low Market-Rate (BMR) Affordable Housin g Fund (AHF) City/Non-Profit Con tract EXHIBITB PROGRAM WORK PLAN FY 2016/17 AGENCY NAME: West Vall ey Community Services (WVCS) PROGRAM NAME: 10311 & 10321 Greenwood Comi Renovation Project Benchmarks for Each Quarter Objectives l't 2"d 3rd 4111 Renovate/Rehab Existing Units 1 1 1 1 EX HIBIT C Page 14 of2 1 FY 20 16-17 Be low Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract TOTAL 4 PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2016/17 AGENCY NAME: West Valley Community Services (WVCS) PROGRM NAME: 10311 & 10321 Greenwood Court Renovation Project Activi N umber & Descri tion: 1. Reno va te /Rehab Existin Units Activi # Jul Au Oct Nov Dec Jan Feb Mar Jun Total 1.) 0 0 1 0 0 1 0 0 1 1 4 P age 15 of 2 1 FY 20 16-17 Below Market-Rate (BMR) Afforda bl e Hous ing Fund (AHF) C ity/N on-Pro fit Cont rac t EXHIBIT D PROGRAM BUDGET FY 2016/17 Agency Name: West Valley Community Serv ices (WVCS) Project Name: 10311 & 10321 Greenwood Com1 Renovation Project Proposed Pro.iect Expenses Contracted Services Other Total Expenses P age 16of2 1 FY 2016-17 Be low Marke t-Rate (BMR) Afforda bl e Housing Fund (A HF) City/Non-Profit Con tract FY 2016/17 $160 ,000 .00 $0 .00 $160,000.00 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 BMR AHF funds. Indemnity Th e 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 hannless 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 reque st. 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 appro v al of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage Pag e 17 o f 2 1 FY 2016-1 7 Below Market-Rate (BMR) Affordab le Hous ing Fun d (A HF) City/Non-Pro fit Co nt ract All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance -for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1 ,000 ,000) combined single limit (CSL) per occurrence. OR 2 . Commercial General Liability Insurance -for bodily Injury (including death) and prope1iy 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 co v erage 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. P age 18 of2 1 FY 20 16-17 Be low Marke t-Rate (BMR) Affordab le Housing Fund (A HF) City/Non -Profit Contract f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability . 4. For either type of insurance, coverage shall include the following endorsements , copies of which shall be provided to the City : a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino , its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy . c . Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d . Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e . Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage . f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned , non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: Page 19 of21 FY 201 6-1 7 Below Mark et-Rate (BMR) Affordable Ho u sing Fun d (A HF) C ity/Non-Pro fi t Contrac t a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. b . Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7 . Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b . If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occmTence /event. c . This coverage shall be maintained for a minimum of two (2) years following tem1ination of this Contract. The City must first approve any exceptions to the above requirements. 8 . Bond Requirements Fidelity Bond -Before rece1vmg 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 . Pag e 20 of21 FY 2016-1 7 Below Market-R ate (BM R) Affordab le Housi ng Fun d (A HF) City/Non -Pro fi t Contract b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. c. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. Page21of21 FY 2016-1 7 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract