18-076 Rebuilding Together Silicon Valley, Community Development Block Grant Program CityNon-Profit Capital Housing Project ContractCOMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
CITY/NON-PROFIT CAPITAL HOUSING PROJECT CONTRACT
This Community Development Block Grant Program City/Non-profit Capital Housing Project
Contract (the "Contract") is entered into pursuant to Title I of the Housing and Community
Development Act of 1974 (Catalog of Federal Domestic Assistance Number 14.218) by and
between the CITY OF CUPERTINO, a political subdivision of the State of California
("CITY"), and REBUILDING TOGETHER SILICON VALLEY, a non-profit public benefit
corporation (the "CORPORATION"). The allocation of funds pursuant to this Contract will be a
grant for the purposes of eligible CDBG capital housing project rehabilitation activities to be
performed at the property located at 1701 S. 7th Street. #10, San Jose, CA 95112 as more
particularly described in Exhibit I (the "Property"). CITY approved the allocation and
disbursement of Community Development Block Grant ("CDBG") funds to CORPORATION on
July 1, 2018.
WITNESS ETH
WHEREAS, CITY has applied for and received CDBG Entitlement program funds from the
United States Department of Housing and Urban Development ("HUD") as an entitlement
jurisdiction pursuant to the provisions of Title I of the Housing and Community Development
Act of 1974, as amended; and,
WHEREAS, CITY has granted CORPORATION a portion of its CDBG funds for eligible
capital housing project rehabilitation activities benefitting the Project (as described below) to be
operated within the City for the benefit of low and very low-income households and meeting at
least one (I) of the National Objectives of the CDBG program as outlined in Title 24 of the Code
of Federal Regulations, Section 570.208;
NOW, THEREFORE, the parties agree as follows:
I. Project
CITY agrees to allocate a portion of its current CDBG entitlement, and/or program
income as defined in 24 CFR 570 Subpart J, "Grant Administration," to CORPORATION in the
sum of Sixty Four Thousand Dollars and No Cents ($64,000) (the "CDBG Funds") for the
purpose of implementing the CORPORATION'S project, as more particularly described in
Exhibits A-J to the Contract (the "Project"), and said Exhibits set forth below, as they may be
amended or modified, are attached to this Contract and incorporated herein by reference.
Exhibit A: Project Description
Exhibit B: Project Work Plan
Exhibit C: Proposed Implementation Timeline Schedule
Exhibit D: Project Budget
Exhibit E: Basic Insurance and Bond Requirements For Non-Profit Contracts
Exhibit F: CDBG Regulations
Exhibit G: Project Scope of Work
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The total budget for the Project and allocation of funds during the Term (as defined
below) shall not exceed Sixty Four Thousand Dollars and No Cents ($64,000).
II.TERM
The term of this Contract (the "Term") will begin on July 1, 2018 and will end on June
30, 2019, unless otherwise amended or terminated earlier pursuant to Section VI or Section VII
of this Contract.
A.
III. OBLIGATIONS OF CORPORATION
Organization of CORPORATION. CORPORATION shall:
1. Provide CITY with copies of the following documents, evidencing filing
with the appropriate governmental agency:
California;
(a) Its Articles oflncorporation under the laws of the State of
(b)
(c)
(d)
A copy of the current Bylaws of CORPORATION;
Documentation of its Internal Revenue Service non-profit status;
Names and addresses of the current Board of Directors of
CORPORATION; and,
(e)
procedures.
An adopted copy of CORPORATION'S personnel policies and
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 CITY.
3. Maintain no member of its Board of Directors as a paid employee, agent,
independent contractor, or subcontractor under thi,s Contract.
4. Open to the public meetings of its Board of Directors, if required by
California's open meeting laws, except meetings, or portions thereof, dealing with personnel or
litigation matters or as otherwise provided by law.
5. Keep minutes of all its regular and special meetings.
6. Comply with all provisions of California and Federal Non-Profit
Corporation Laws.
7. Provide to the CITY a copy of a resolution authorizing the
CORPORATION's execution of this Contract. The CORPORATION hereby warrants to the
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CITY that this Contract is a legal, valid, and binding obligation of the CORPORATION
enforceable in accordance with its terms, and that the execution and delivery of this Contract and
the performance of the CORPORATION's obligations have been duly authorized by the
CORPORATION.
8. Comply with all requirements of California Business and Professions
Code Section 10130 et seq. in connection with the Project. If the Property is owned by a limited
partnership, limited liability company, or other third party owner and the CORPORATION is
paid by the property owner for property management services, the CORPORATION must
maintain a corporate real estate broker's license. If the CORPORATION is required to hold such
real estate broker's license pursuant to California Business and Professions Code Section 10130
et seq., the CORPORATION shall provide a copy of the real estate broker's license to the CITY.
B. Project Performance by CORPORATION. CORPORATION shall:
1. Conduct the Project within the City of Cupertino, for the purpose of
benefiting low and very low-income households and meeting at least one (1) of the National
Objectives of the CDBG program as outlined in Title 24 of the Code of Federal Regulations,
Section 570.208.
2. Comply with all applicable laws and regulations governing the use of the
CDBG Funds as set forth in Exhibit F of this Contract (the "CDBG Regulations").
3. File quarterly reports on the type and number of services rendered through
the operation of the Project, and a description of the beneficiaries of these services, and which
reports will evaluate the manner in which the Project is achieving its objectives and goals
according to the standards established by CITY. The progress reports will be due ten (I 0) days
after the close of each reporting period and must cover the three (3) months immediately
preceding the date on which the report is filed.
4. Coordinate its services with other existing organizations providing
similar services in order to foster community cooperation and to avoid unnecessary duplication
of services.
5. 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 (10) days.
6. Include an acknowledgement of CITY funding and support on
CORPORATION stationery and on all appropriate Project-related publicity and publications
using words to the effect: "funded in whole or in part by the City of Cupertino through the
Housing and Community Development Act of 1974, as amended."
7. CORPORATION will comply with Section 281 of the National
Affordable Housing Act.
8. "Section 3" Clauses.
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(a) Compliance. Compliance with the provisions of Section 3,
the regulations set forth in 24 CFR 135, and all applicable rules and orders issued
hereunder prior to the execution of this Contract, shall be a condition of the federal
financial assistance provided under this Contract and binding upon the CITY, the
CORPORATION, and any sub-recipients. Failure to fulfill these requirements shall
subject the CITY, the CORPORATION, and any sub-recipients, their successors and
assigns, to those sanctions specified by the Contract through which federal assistance is
provided. The CORPORATION certifies and agrees that no contractual or other
disability exists which would prevent compliance with these requirements. The
CORPORATION further agrees to comply with these "Section 3" requirements and to
include the following language in all subcontracts executed under this Contract (the
"Section 3 Clause"):
"The work to be performed under the Contract is a project assisted under a
program providing direct federal financial assistance from HUD and is subject to the
requirements of Section 3 of the Housing and Urban Development Act of 1968, as
amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible
opportunities for training and employment be given to lower income residents of the
project area and agreements for work in connection with the project be awarded to
business concerns which are located in, or owned in substantial part by persons residing
in, the areas of the project.
The parties to this contract agree to comply with InID's regulations in 24
C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or other
impediment that would prevent them from complying with the Part 135 regulations.
The contractor agrees to send to each labor organization or representative
of workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or workers' representative
of the contractor's commitments under this Section 3 Clause; and will post copies of the
notice in conspicuous places at the work site where both employees and applicants for
training and employment positions can see the notice. The notice shall describe the
Section 3 preference; shall set forth minimum number and job titles subject to hire;
availability of apprenticeship and training positions; the qualifications for each; the name
and location of the person( s) taking applications for each of the positions; and the
anticipated date the work shall begin.
The contractor agrees to include this Section 3 Clause in every subcontract
subject to compliance with regulations in 24 C. F. R. Part 135, and agrees to take
appropriate action, as provided in an applicable provision of the subcontract or in this
Section 3 Clause, upon a finding that the subcontractor is in violation of the regulations in
24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the
contractor has notice or knowledge that the subcontractor has been found in violation of
the regulations in 24 C.F.R. Part 135.
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The contractor will certify that any vacant employment positions,
including training positions, that are filled: (]) after the contractor is selected but before
the contract is executed; and (2) with persons other than those to whom the regulations of
24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to
circumvent the contractor's obligations under 24 C.F.R. Part 135.
Noncompliance with HUD's regulations in 24 C.F .R. Part 135 may result
in sanctions, termination of this contract for default, and debarment or suspension from
future HUD assisted contracts.
With respect to work performed in connection with Section 3 covered
Indian housing assistance, Section 7(b) of the Indian Self-Determination and Education
Assistance Act (25 U. S. C. 450e) also applies to the work to be performed under this
contract. Section 7(b) requires that to the greatest extent feasible: (i) preference and
opportunities for training and employment shall be given to Indians; and (ii) preference in
the award of contracts and subcontracts shall be given to Indian organizations and Indian-
owned economic enterprises. Parties to this contract that are subject to the provisions of
Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent
feasible, but not in derogation of compliance with Section 7(b )."
The CORPORATION certifies and agrees that no contractual or other disability exists
which would prevent compliance with the requirements.
(b) Notifications. The CORPORATION agrees to send to each labor
organization or representative of workers with which it has a collective bargaining agreement or
other agreement or understanding, if any, a notice advising said labor organization or worker's
representative of its commitments under this Section 3 Clause and shall post copies of the notice
in conspicuous places available to employees and applicants for employment or training. The
notice shall describe the Section 3 preference; shall set forth minimum number and job titles
subject to hire; availability of apprenticeship and training positions; the qualifications for each;
the name and location of the person(s) taking applications for each of the positions; and the
anticipated date the work shall begin.
(c) Subcontracts. The CORPORATION will include the Section 3
Clause found in Section III.B.8(a) of this Contract, in every subcontract and will take appropriate
action pursuant to the subcontract upon a finding that the sub-subrecipient is in violation of
regulations issued by CITY. The CORPORATION will not subcontract with any sub-
subrecipient where it has notice or knowledge that the latter has been found in violation of
regulations under 24 CFR 135 and will not let any subcontract unless the sub-subrecipient has
first provided it with a preliminary statement of ability to comply with the requirements of these
regulations.
C. Fiscal Responsibilities of CORPORATION. CORPORATION shall:
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
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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 one hundred fifty (150) days of CORPORA TION's
fiscal year encompassed by the first year of this Contract.
3. Comply with the CDBG Regulations and all federal regulations and
policies issued pursuant to these regulations and 0MB Circulars Nos. A-87, A-102, revised, A-
l 10, A-122, and A-133 (as codified in 2 C.F.R. Part 200).
4. Document all Project costs by maintaining records in accordance with
Section III, Paragraph D below.
5. Submit to the CITY, based on an agreed upon schedule, a request for
payment, together with all supporting documentation. Invoices requesting disbursements
submitted after the expiration of the Contract will be honored only for eligible charges incurred
during the Contract Term. All invoices must be submitted by the Contract expiration date or
within such other time period specified by the CITY for this Contract Term. Funds not disbursed
will be returned to the Competitive Housing Pool for future reallocation.
6. Certify current and continuous insurance coverage, subject to CITY
approval and in accordance with requirements as outlined in Exhibit E, "Basic Insurance and
Bond Requirements for Non-Profit Contracts" and provide a current insurance certificate
evidencing such coverage.
7. Deliver to the CITY a copy of the resolution authorizing
CORPORATION's execution of this Contract.
8. Obtain all construction permits required to construct the Project.
9. Deliver to the CITY a copy of the real estate broker's license for the
CORPORATION, if required pursuant to California Business and Professions Code Section
IO 130 et seq.
I 0. Items 5 through IO 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.
11. If CORPORATION does not use the CDBG Funds in accordance with the
requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs.
Disallowed costs may be identified through audits, monitoring or other sources.
CORPORATION is required to respond to any adverse findings which may lead to disallowed
costs subject to provisions of 0MB Circular A-122, "Cost Principles for Non-Profit
Organizations."
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D. Establishment and Maintenance of Records. CORPORATION shall:
1. In compliance with all HUD records and accounting requirements,
including but not limited to, those set forth in 24 C.F.R. 570.506 and 570.502, maintain complete
and accurate records of all its transactions including, but not limited to, contracts, invoices, time
cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records,
personnel, property and all other pertinent records sufficient to reflect properly: (a) all direct and
indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to
perform this Contract or to operate the Project; (b) each activity undertaken in connection with
the Project meets at least one (1) of the National Objectives ofCDBG program set forth in 24
C.F.R. 570.208; (c) compliance with fair housing and equal opportunity requirements; (d)
compliance with Subpart K of24 C.F.R. 570 and 24 C.F.R 508; (e) compliance with Section 3,
and labor requirements, including certified payrolls from CORPORA TION's general contractor
evidencing that applicable prevailing wages have been paid; and (e) all other matters covered by
this Contract.
2. Maintain client data demonstrating client eligibility for services provided
for the Project. Such data will include, but not be limited to, client name, address, income level
or other basis for determining eligibility, and description of service provided. Such information
will be made available to CITY monitors for review upon request.
E. Preservation of Records. CORPORATION will preserve and make available its
records:
1. Until five (5) years following date of final payment under this Contract, or
2. For such longer period, if any as is required by applicable law; or
3. If this Contract is completely or partially terminated, the records relating
to the work terminated will be preserved and made available for a period of five (5) 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 HUD and the
CITY, and/or any duly authorized representatives may until expiration of the later of: (a) five (5)
years after final payment under this Contract, (b) five (5) years from the date of termination of
this Contract, or (c) such longer period as may be described by applicable law, have access to
and the right to examine its plants, offices and facilities used in the performance of this Contract
or the operation of the Project, and all its records with respect to the Project and all matters
covered by this Contract. CORPORATION also agrees that CITY or any 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
Project and matters covered by this Contract. CORPORATION will be notified in advance that
an audit will be conducted. CORPORATION will be required to respond to any audit findings,
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and have the responses included in the final audit report. The cost of any such audit will be
borne by CITY.
G. Compliance with Law. CORPORATION will become familiar and comply with
and cause all its subcontractors, independent contractors, and employees, if any, to become
familiar and comply with all applicable federal, state and local laws, ordinances, codes,
regulations and decrees including, but not limited to, those federal rules and regulations,
executive orders, and statutes identified in Exhibit F.
H. Suspension and Termination. If CORPORATION materially fails to comply with
any term of this Contract, CITY may suspend or terminate the Contract in whole or in part. In no
event shall any payment by CITY hereunder constitute a waiver by CITY of any breach of this
Contract or any default, which may then exist on the part of CORPORATION, nor shall such
payment impair or prejudice any remedy available to CITY with respect to the breach or default.
CITY expressly reserves the right to demand of CORPORATION the repayment to the CITY of
any funds disbursed to CORPORATION under this Contract, which were not expended in
accordance with the terms of this Contract, and CORPORATION agrees to promptly refund any
such funds upon demand.
Notwithstanding the above, CORPORATION shall not be relieved of liability to CITY for
damages sustained by CITY or others by virtue of any breach of the Contract by
CORPORATION, and CITY may withhold any payments to the CORPORATION for the
purpose of set off until such time as the exact amount of damages due CITY from
CORPORATION is determined.
I. Reversion of Assets. Upon expiration or termination of this Contract, or in the
event HUD cancels the Project for any reason, the CORPORATION will transfer to the CITY
ariy of the CDBG Funds on hand at the time of expiration and any accounts receivable
attributable to the use of CDBG Funds. Any real property under the CORPORA TION's control
that was acquired or improved in whole or in part with CDBG Funds (including CDBG Funds
provided to CORPORATION in the form of a loan) in excess of $25,000 must be:
1. Used to meet one(!) of the National Objectives stated in Title 24 CFR
part 570.208 for a period of five (5) years after expiration of this Contract, or for such longer
period of time as required by the CITY; or,
2. Reimburse the CITY an,amount equal to the current market value of the
Property, less any portion of the value attributable to expenditures ofnon-CDBG funds for
acquisition of, or improvement to, the Property (reimbursement is not required after the period of
time specified in I. I. above).
J. Lobbying. CORPORATION certifies, to the best ofCORPORATION's
knowledge or belief, that:
I. No Federal appropriated funds have been paid or will be paid, by or on behalf
of it, to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
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Member of Congress in connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into any cooperative agreement, and
the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement;
2. If any funds other than Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, grant, loan, or
cooperative agreement, it will complete and submit Standard Form-LLL, Disclosure Form to
Report Lobbying, in accordance with its instructions.
3. This certification is a material representation of fact upon which reliance was
placed when this Agreement was made or entered into. Submission of this certification is a
prerequisite for making or entering into this Agreement imposed by Section 1352, Title 31, U.S.
Code. Any person who fails to file the required certification will be subject to a civil penalty of
not less than Ten Thousand Dollars ($10,000) and no more than One Hundred Thousand Dollars
($100,000) for such failure.
K. Prevailing Wages. CORPORATION is required to become familiar and comply
with all local, state and federal laws and regulations pertaining to the Project. 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 Project as those
wages are determined pursuant to California Labor Code section 1720 ct seq. CORPORATION
will comply with all other applicable provisions of the California Labor Code Sections 1720 et
~-and with the implementing regulations of the Department oflndustrial Relations (the
"DIR"), including but not limited to:
I. require consultants or contractors to employ apprentices as required by
California Labor Code Section 1777.5 et~-, 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~-, and implementing regulations of the DIR;
2. keep and retain, and cause consultants and contractors to keep and retain,
such records as are necessary to determine if such prevailing wages have been paid as required
pursuant to California Labor Code Section 1720 et ~-, and apprentices have been employed as
required by California Labor Code Section 1777.5 et~.;
3. 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;
4. cause contractors and subcontractors working on the Project to be
registered as set forth in California Labor Code Section 1725 .5;
5. cause contractors and subcontractors, in all calls for bids, bidding
materials and construction contract documents to specify that:
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a. no contractor or subcontractor may be listed on a bid proposal nor
be awarded a contract for construction related to this Project unless registered with the DIR
pursuant to California Labor Code Sec. 1725.5; and
b. any construction work related to this Project is subject to
compliance monitoring and enforcement by the DIR.
6. provide the City all information required by California Labor Code
Section 1773 .3 as set forth in the DIR's online form PWC-100 within 2 days of the award of any
contract (https://www.dir.ca.gov/pwc100ext/);
7. cause contractors to post job site notices, as prescribed by regulation by
the DIR; and
8. cause contractors to furnish payroll records required by California Labor
Code Section 1776 directly to the Labor Commissioner, at least monthly in the electronic format
prescribed by the Labor Commissioner.
CORPORATION agrees to indemnify, hold harmless 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 film., to employ apprentices
pursuant to California Labor Code Sections 1777 .5 et film., to meet the conditions of California
Labor Code Section 1771.4, and implementing regulations of the DIR, or to comply with the
other applicable provisions of California Labor Code Sections 1720 et seq., 1777.5 et film·, and
1771.4, and the implementing regulations of the DIR, in connection with construction work
related to the Project and subject Property. Tbe requirements in this provision shall survive the
termination of the Contract.
L. Conflict ofinterest.
1. General Provision. 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 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. 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 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
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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 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.
2. CDBG Requirement. CORPORATION shall comply with the conflict of
interest provisions set forth in 24 C.F.R. Section 570.611.
IV. OBLIGATIONS OF CITY
A. Method of Payment. During the Term of this Contract, CITY shall disburse the
CDBG Funds to CORPORA TJON on a reimbursement basis unless otherwise provided herein
for all allowable costs and expenses incurred in connection with the Project, not to exceed the
total sum set forth in Article I. CITY may, at any time in its absolute discretion, elect to suspend
or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based on
CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of
expenses, failure to substantially meet goals and objectives as required in Exhibit B, ("Project
Work Plan"), failure to submit adequate progress reports as required herein or other incidents of
non-compliance as described in Section VI, Paragraph B of this Contract or based on the refusal
by CORPORATION to accept any additional conditions that may be imposed by HUD at any
time, or based on the suspension or termination of the grant to CITY made pursuant to the
Housing and Community Development Act of 197 4, as amended.
V. PROJECT COORDINATION
A. CITY. The CITY has designated the Senior Housing Planner for CITY who will
render overall supervision of the progress and performance of this Contract by CITY.
B. CORPORATION. As of the date hereof, CORPORATION has designated Bev
Jackson 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:
Attention: Senior Housing Planner
Community Development Department
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Rebuilding Together Silicon Valley
1701 S. 7th Street, Ste. #10
11
San Jose, CA 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.
VI. CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Project
performance is the mutual responsibility ofboth CITY and CORPORATION. CORPORATION
must furnish all data, statements, records, information and reports necessary for DIRECTOR to
monitor, review and evaluate the performance of the Project and its components. CITY will
have the right to request the services of an outside agent to assist in any such evaluation. Such
services shall be paid for by CITY.
B. Contract Noncompliance. If CORPORATION fails to comply with any provision
of this Contract; CITY will have the right to require corrective action to enforce compliance with
such provision as well as the right to suspend or terminate this Contract. Examples of
noncompliance include, but are not limited to:
1. If CORPORATION (with or without knowledge) has made any material
misrepresentation of any nature with respect to any information or data furnished to CITY in
connection with the Project.
2. If there is pending litigation with respect to the performance by
CORPORATION if any of its duties or obligations under this Contract, which may materially
jeopardize or adversely affect the undertaking of or the carrying out of the Project.
3. If CORPORATION has taken any action pertaining to the Project, which
action required CITY approval, and such approval was not obtained.
4. If CORPORATION is in default under any provision of this Contract.
5. If CORPORATION makes illegal use of CITY funds.
6. If CORPORATION submits to CITY any report which is incorrect or
incomplete in any material respect.
7. If CORPORATION fails to meet the stated objectives in the Project Work
Plan attached as Exhibit B.
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
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of CITY'S intention to consider corrective action to enforce compliance. Such notice must
indicate the nature of the non-compliance and the procedure whereby CORPORATION will
have the opportunity to participate in formulating any corrective action recommendation. CITY
will have the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE
DIRECTOR at any hearing or meeting called for the purpose of considering corrective action.
In the event that CORPORATION does not implement the corrective action
recommendations in accordance with the corrective action timetable, CITY may suspend
payments hereunder or terminate this Contract as set forth in Section VII below.
VII. TERMINATION
A. Termination for Cause. CITY may terminate this Contract by providing written
notice to CORPORATION, for any of the following reasons: uncorrected Contract non-
compliance as defined in Section VI, Paragraph B; CORPORATION is insolvent or in
bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the
executive director is found to have committed fraud or; there is reliable evidence that
CORPORATION is unable to complete the Project as described in the attached Exhibits. The
date of termination will be as specified in the notice.
B. Termination for Convenience. In addition to the CITY'S right to terminate for
cause set forth in Section VI, either CITY or CORPORATION may suspend or terminate this
Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon
receipt of such notice, performance of the services hereunder will be immediately discontinued.
C. In the event that this Contract is terminated, CORPORA TON may be required to
return funds according to HUD regulations.
D. Upon termination of this Contract, CORPORATION must immediately provide
CITY access to all documents, records, payroll, minutes of meetings, correspondence and all
other data pertaining to the CDBG Funds granted to CORPORATION pursuant to this Contract.
VIII. PURCHASING REAL OR PERSONAL PROPERTY
CORPORATION and CITY will comply with all applicable Federal Regulations as detailed by
24 CFR Part 570, Subpart J, i.e. 570.500 (Definitions), 570.503 (Agreements with
Subrecipients), 570.504 (Project Income), and 570.505 (Use of Real Property), with regards to
the use and disposal of Real or Personal Property purchased in whole, or in part, with CDBG
Funds.
In addition, 24 CFR Part 85 (the Common Rule) includes definitions which apply to CDBG Real
Property, however, the Common Rule section governing Real Property (CFR 85.31) DOES NOT
APPLY TO CDBG ACTIVITIES.
A. The following definitions apply to this Contract pursuant to 24 CFR, Part 85
(Common Rule) 85.3:
13
1. Equipmeut means tangible, non-expendable, personal property having a
useful life of more than one year and an acquisition cost of $5,000 or more per unit.
2. Title as defined in detail in 24 CFR, Part 85.32 (a).
3. Use as defined in detail in 24 CFR, Part 85.32 (c) (I).
4. Supplies as defined in detail in 24 CFR, Part 85.33.
5. Procurement, Use and Disposition of Real Property as defined in detail
by 24 CFR 570.503 (Agreements with Subrecipients), 570.505 (Use of Real Property), and
570.504 (Program Income).
B. Security Document. As a condition precedent to CITY loaning funds for the
purchase of real property or an option to purchase real property, CORPORATION will prepare
and execute a Loan Agreement, Promissory Note, Deed of Trust, Regulatory Agreement and
such other Contracts restricting the use of said real property for purposes consistent with this
Contract, HUD and CDBG Regulations.
C. Grants. If a grant is provided for the acquisition of real property,
CORPORATION will continually operate its Project for a minimum period of six (6) years from
the effective date of this Contract. This obligation will survive the term of this Contract, the
assignment or assumption of this Contract and the sale of the property prior to expiration of the
obligation period as set forth in this paragraph. If this obligation is not fully met,
CORPORATION may be required to reimburse the CITY. The CITY may consider, but will not
be limited by, the following factors in calculating the reimbursement obligation: initial grant
sum; the duration of the initial contractual obligation to operate the Project versus the actual
duration of operation; and the appreciated value.
D. Relocation, Acquisition, and Displacement. CORPORA T!ON agrees to comply
with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing
CDBG funds, and to the displacement of persons, businesses, and non-profit organizations as a
direct result of any acquisition of real property utilizing CDBG funds. CORPORATION agrees
to comply with applicable state laws, City Ordinances, Resolutions, and Policies concerning
displacement of individuals from their residences.
IV. PROGRAM INCOME
Income generated by the Project, is program income and shall be regulated by all provisions of
Title 24 CFR 570 Subpart J "Grant Administration," 570.503 "Agreements with Subrecipients,"
and 570.504 "Program Income." CORPORATION will annually report all program income
generated by activities carried out with CDBG funds made available under this Contract. By
way of further limitations, CORPORATION may use such income during the Contract period for
activities permitted under this Contract and shall reduce requests for additional funds by the
amount of any such program income balances on hand. All unused program income shall be
returned to the CITY at the end of the Contract period.
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X. INDEPENDENT CONTRACTOR
This is a Contract by and between independent contractors and is not intended and will not be
construed to create the relationship of agent, servant, employee, partnership, joint venture or
association between CORPORATION and CITY. CORPORATION, including its officers,
employees, agents or independent contractors or subcontractors, shall not have any claim under
this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or
employee benefits extended to employees of CITY.
XI. ASSIGNABILITY
A. None of the work or services to be performed hereunder 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 (I 0) days prior to the proposed effective date. In the event CITY approves of
any such assignment, delegation or subcontract, 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.
B. This Contract may not be assumed nor assigned to another corporation, person,
partnership or any other entity without the prior written approval of CITY.
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CITY and CORPORATION agree to maintain the confidentiality of any information regarding
applicants for services offered by the Project pursuant to this Contract or their immediate
families which may be obtained through application forms, interviews, tests, reports from public
agencies or counselors, or any other source. Without the written permission of the applicant,
such information will be divulged only as necessary for purposes related to the performance or
evaluation of the services and work to be provided pursuant to this Contract, and then only to
persons having responsibilities under this Contract, including those furnishing services under the
Project through approved subcontracts.
XIII. HOLD HARMLESS
In addition to the indemnity obligations set forth in Exhibit E, "Basic Insurance and Bond
Requirements for Non-Profit Contracts", and Section III.K. of this Contract, CORPORATION
will indemnify and hold harmless the CITY, its employees, agents, and officials, members of
boards and commissions, from any and all claims, actions, suits, charges and judgments
whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of
the failure of the CORPORATION's Project to comply with applicable laws, ordinances, codes,
regulations and decrees, including without limitation those set forth in Exhibit F.
15
XIV. W AIYER 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 to such
breach or default. In no event will payment to CORPORATION by CITY in any way constitute
a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to
CORPORATION on any item, which is not eligible for payment under the Project or this
Contract.
XV. NON-DISCRIMINATION
CORPORATION will comply with all applicable Federal, State and local laws and regulations
including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in
contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights
Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of
1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code
sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION
will not discriminate against any subcontractor, employee, or applicant for employment because
of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational affiliations, or
marital status in the recruitment, selection for training including apprenticeship, hiring,
employment, utilization, promotion, layoff, rates of pay, or other forms of compensation. Nor
shall CORPORATION discriminate in provision of services provided in this Contract because of
age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational affiliations, or
marital status.
This non-discrimination provision must be included in CORPORA TION's contracts with sub-
contractors and vendors when utilizing the CDBG Funds disbursed for this Project.
XVI. AMENDMENTS
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. Amendments will
not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its
obligations under this Contract.
16
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.
XIII. MISCELLANEOUS
A. Captions. 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. Discretion Retained By CITY. CITY's execution of this Contract in no way limits
the discretion of the CITY in the permit and approval process in connection with the Project.
C. 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 (Project Description), Exhibit B (Project Work Plan), Exhibit C (Proposed Implementation
Time Schedule), Exhibit D (Project Budget), Exhibit E (Basic Insurance and Bond Requirements
for Non-Profit Contracts), Exhibit F (CDBG Regulations), Exhibit G (Project Scope of Work),
Exhibit H (Map of Property), Exhibit I (Legal Description), and Exhibit J (Affordable Housing
Regulatory Agreement and Declaration of Restrictive Covenants).
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. This Contract shall not be construed as if it had been prepared by one
of the parties, but rather as if both parties had prepared it. The parties have read and reviewed
this Contract and agree that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party (including but not limited to Civil Code Section 1654 as may
be amended from time to time, or any other state law, or common law principle) shall not apply
to the interpretation of this Contract.
E. No Third Party Beneficiaries. 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. Parties Bound. Except as otherwise limited herein, the provisions of this Contract
shall be binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, legal representatives, successors, and assigns.
17
H. Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms of this
Contract, the prevailing party will have the right to recover its reasonable attorneys' fees and
costs of suit from the other party.
I. 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.
J. Authorization. The persons signing below are duly authorized to execute this
Contract.
K. Multiple Originals; Counterpart. This Contract may be executed in multiple
originals, each of which is deemed to be an original, and may be signed in counterparts.
[Signatures on following page.]
18
IN WITNESS WHEREOF, the parties have executed this Contract the day and year above
written.
CORPORATION:
By:
Executive
APPROVED AS TO FORM-
R~n eJ.13h-Stevenson l:'furrr'
City ttorney
19
CITY:
CITY OF CUPERTINO, a municipal
corporation
By:
1\arti Shrivastava
Assistant City Manager
ATTEST:
~ J<2f,(J-
Grace Schmidt Date
City Clerk
Agency Name:
EXHIBIT A
PROJECT DESCRIPTION
FY 2018-19
Rebuildim! To!!ether Silicon Vallev
Executive Director: Project Manager:
Bev Jackson Bev Jackson
Street Address: City:
1701 S. 7th Street, Ste. #10 San Jose
Telephone number: Fax Number:
408-578-9519
Name of Project:
Housin,:, Renair & Rehabilitation Proiect
Project/Program Location:
1701 S. 7th Street, Ste. #10 San Jose, CA 95112
Project Description:
DUNS:
Project# (For Office Use
Only)
260-72-709 600-623
State: I Zip Code:
CA 95112
Manager E-mail
bev@rebuildin!!tO!!ethersv.or!!
Rebuilding Together (RT) will provide home safety repairs and mobility and accessibility
improvements for seven or more homes and/or community facilities (7 unduplicated addresses)
for very low-income people in Cupertino in 18/19, with the primary consideration being the
correction of safety hazards. All work is at no cost to the clients and can include: wheelchair ramps,
grab bars, railings, improved lighting installations, stair and step modifications for walkers, bath
chairs, hand held shower adapters, tub cut outs, door handle and faucet replacement for
accessibility, smoke alarms, door, window and lock repairs, roof repairs and replacement, interior
and exterior painting, yard cleanup, plumbing repairs, electrical repairs, appliance replacement,
flooring (linoleum, carpet, or tile) repairs and replacement, heating installation and repairs, water
heaters, outdoor lighting and fencing improvements for safety, elimination of tripping hazards,
replacement and/or repair of windows, earthquake proofing of water heaters. We improve the
safety of the living environment by fixing hazardous conditions.
Each October and April, groups of volunteers armed with paintbrushes, saws, hammers and
shovels join together over one or two Saturdays to repair and rebuild homes and community
facilities, dedicating their time in the spirit of service and community during Rebuilding Day
Projects. Throughout the year, the Safe At Home program leverages skilled volunteers that wish
to contribute on a weekly basis, by providing home modifications, minor and critical safety repairs.
Rebuilding Together employs Repair Technician(s) to augment and supervise volunteer efforts to
address critical safety, accessibility and energy efficiency repairs and improvements throughout
the year.
The Safe At Home program also completes critical and urgent repairs such as water heaters
replacements, heating restorations and urgent plumbing repairs utilizing independent contractors
and the Rebuilding Together Repair Technician team. Rebuilding Together program staff schedule
and coordinate all repair work utilizing either volunteers or skilled trade contractors.
20
EXIDBITB
PROJECT WORK PLAN
FY 2018-19
AGENCY NAME: Rebuilding Together Silicon Valley
PROJECT NAME: Housing Repair & Rehabilitation 'Project
HUD National Objectives: 14A Rehab: Single-Unit Residential
Low/Mod Income Type: LMH: Low/Mod Housing Benefit
Objectives Benchmarks for Each Quarter
1st 2nd 3rd 4th TOTAL
Homes 1 2 2 2 7
Number of reoairs 4 8 8 8 28
21
EXHIBITC
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2018-19
AGENCY NAME: Rebuilding Together Silicon Valley
PROJECT NAME: Housing Repair & Rehabilitation Project
Activity Number & Description:
Activity Jul Aug Sep Oct Nov Dec Jan Feb #
I.
' ~.
22
Mar Apr May Jun
EXHIBITD
PROJECT BUDGET
FY 2018-19
AGENCY NAME: Rebuilding Together Silicon Valley
PROJECT NAME: Housing Repair & Rehabilitation Project
Proiect Bud<1et FY 2018-19
Prooosed Proiect Exoenses FY 2018-19 Request
Salaries/Benefits/Payroll/Taxes $15,700
Office Supplies
Communication
Publications/Printing/ Advertising $200
Travel $500
Rent/Lease/Mortgage $2,800
l'tilities $550
Insurance $1,300
Equipment Rental/Maintenance
i\udit/Legal/Professional Services (for CDBG portion only) $550
Direct Services (Funding for specific service such as a meal, $27,400 '·ide)
Contracted Services $15,000
Other
Total Expenses $64,000.00
23
EXHIBITE
BASIC INSURANCE AND BOND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" as the word is used herein is the party contracting
with the City of Cupertino for the direct distribution ofCDBG funds. If your organization will be
contracting for construction work (such as general contractors building rental apartments) to
undertake a Project (as defined in this Non-Profit/City Contract) then the requirements set forth
herein shall be complied with by the party contracted with for construction work protecting both
the non-profit and the City.
Indemnity
The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter
"City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising
out of, or in connection with performance of this Contract by Contractor and/or its agents,
employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or
omissions of personnel employed by the City. It is the intent of the parties to this Contract to
provide the broadest possible coverage for the City. The Contractor shall reimburse the City for
all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which
the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract.
Insurance
Without limiting the Contractor's indemnification of the City, the Contractor shall provide and
maintain at its own expense, during the Tenn of this Contract, or as may be fmther 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
ou the Certificate of Insurance. The City's Special Endorsement form shall accompany the
certificate. Individual endorsements executed by the insurance carrier may be substituted for the
City's Special Endorsement form if they provide the coverage as required. In addition, a certified
copy of the policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the address as shown on the City's Certificate of
Insurance form and to the Housing and Community Development Program at the address set forth
in this Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The
Contractor shall not issue a Notice to Proceed with the work under this Contract until it has
obtained all insurance required and such insurance has been approved by the City. This approval
of insurance shall neither relieve nor decrease the liability of the Contractor.
24
B. Notice of Cancellation of Reduction of Coverage
All policies shall contain a special provision for thirty (30) days prior written notice of any
cancellation or reduction in coverage to be sent to the Community Development Department,
10300 Torre Avenue, Cupertino, CA 95014.
C. Qualifying Insurers
All policies shall be issued by companies which hold a current policy holder's alphabetic and
financial size category rating of not less than A VIII, according to the current Best's Key Rating
Guide, unless otherwise approved by the City's Insurance Manager.
D. Insurance Required
1. Comprehensive General Liability Insurance -for bodily injury (including death)
and property damage which provides limits of not less than one million dollars ($1,000,000)
combined single limit (CSL) per occurrence.
OR
2. Commercial General Liability Insurance -for bodily injury (including death) and
property damage which provides limits as follows:
a. General limit per occurrence -$1,000,000
b. General limit aggregate -$2,000,000
c. Products/Completed Operations-$1,000,000 aggregate
d. Personal Injury limit -$1,000,000
If coverage is provided under a Commercial General Liability Insurance form, the carrier
shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits
expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may
require additional coverage to be purchased by the Contractor to restore the required limits.
3. For either type of insurance, coverage shall include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars
($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance
of the work by the City.
c. Contractual Liability expressly including liability assumed under this
Contract.
25
d. Personal Injury liability.
e. Independent Contractors' (Protective) liability.
f. Severability oflnterest 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 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.
26
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. Workers' Compensation and Employer's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad
form all-states endorsement.
b. Employer's Liability coverage for not less than one million dollars
($1,000,000) per occurrence for all employees engaged in services or operations under this
Contract.
c. Inclusion of the City and its governing board(s), officers, representatives,
agents, and employees as additional insureds, or a waiver of subrogation.
7. Professional Errors and Omissions Liability Insurance
This type of insurance should be provided by persons/entities you contract with to
provide you with professional services.
a. Limits of not less than one million dollars ($1,000,000).
b. If this policy contains a self retention limit, it shall not be greater than ten
thousand dollars ($10,000) per occurrence/event.
c. This coverage shall be maintained for a minimum of two (2) years following
termination of this Contract.
The City must first approve any exceptions to the above requirements.
8. Bond Requirements
Fidelity Bond -Before receiving compensation under this Contract, Contractor will furnish
City with evidence that all officials, employees, and agents handling or having access to
funds received or disbursed under this Contract, or authorized to sign or countersign
checks, are covered by a BLANKET FIDELITY BOND in an amount of AT
LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein.
If such bond is cancelled or reduced, Contractor will notify City immediately, and City
may withhold further payment to Contractor until proper coverage has been obtained.
Failure to give such notice may be cause for termination of this Contract, at the option of
the City.
27
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 insuranc.e by the City or its insurance
consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and
obligations otherwise assumed by the Contractor pursuant to this Contract, including but not
limited to the provisions concerning indemnification.
b. The City acknowledges that some insurance requirements contained in this
Contract may be fulfilled by self-insurance on the part of the Contractor. However, this shall not
in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve
any self-insurance in writing.
c. The City reserves the right to withhold payments to the Contractor in the
event of material noncompliance with the insurance requirements outlined above.
d. If the Contractor fails to maintain such insurance as is called for herein, the
City must order the Contractor to immediately suspend work at Contractor's expense until a new
policy of insurance is in effect.
28
ADDENDUM TO EXHIBIT E
BASIC INSURANCE AND BOND REQUIREMENTS
FOR CONSTRUCTION PROJECTS USING CITY FUNDS
If your organization will be contracting for construction work (such as general contractors building
rental apartments) to undertake a Project (as defined in this Non-Profit/City Contract) then the
requirements set forth in this Addendum to Exhibit "E" shall be complied with by the party
contracted with for construction work protecting both the non-profit and the City.
Indemnity
The General Contractor (hereinafter referred to as "General") shall indemnify, defend, and hold
harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees, and the
Contractor, it's officers, agents and employees from any loss, liability, claim, injury or damage
arising out of, or in connection with performance of this Contract by General and/or its agents,
employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or
omissions of personnel employed by the City or the Contractor. It is the intent of the parties to this
Contract to provide the broadest possible coverage for the City and the Contractor. The General
shall reimburse the City and the Contractor for all costs, attorneys' fees, expenses and liabilities
incurred with respect to any litigation in which the General is obligated to indemnify, defend and
hold harmless the City and the Contractor under this Contract.
Insurance
Without limiting the General's indemnification of the City and the Contractor, the General shall
provide and maintain at its own expense, during the Term of this Contract, or as may be further
required herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Contract, the General shall provide an original plus one copy of a
Certificate of Insurance certifying that coverage as required herein has been obtained and remains
in force for the period required by this Contract. The contract number and project name must be
stated on the Certificate of Insurance. Individual endorsements executed by the insurance carrier
shall accompany the Certificate.
This verification of coverage shall be sent to the Contractor at the address stated below and to the
Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. The
Contractor shall not issue a Notice to Proceed with the work under this Contract until it has
obtained all insurance required and such insurance has been approved by the Contractor and final
approval by the City. This approval of insurance shall neither relieve nor decrease the liability of
the Contractor.
B. Notice of Cancellation or Reduction of Coverage
All policies shall contain a special provision for thirty (30) days prior written notice of any
cancellation or reduction in coverage to be sent to the Community Development Department as
stated above, and the Contractor at the following address:
29
C. Qualifying Insurers
Rebuilding Together Silicon Valley
1701 S. 7th Street, Ste. #10
San Jose, CA 95112
I. All policies shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A VIII, according to the current Best's
Key Rating Guide, unless otherwise approved by the City.
2. Surety coverage (including bid, performance and payment bonds) shall be required
as follows:
a. For projects in excess of$100,000:
I. Either a California Admitted Surety OR a current Treasury Listed
Surety (Federal Register); and either a current A.M. Best A IV rated Surety OR a current Standard
and Poors (S&P) rating of A;
2. An admitted surety insurer which complies with the provisions of
the Code of Civil Procedure, Section 995.660*;
OR
3. In lieu of I & 2, a company of equal financial size and stability that
is approved by the City's Insurance/Risk Manager.
b. For projects between $25,000 and not exceeding $100,000:
I. A California Admitted Surety and either a current A.M. Best B rated
Surety OR a current Standard and Poors (S&P) rating of B B;
OR
2. An admitted surety insurer which complies with the provisions of
the Code of Civil Procedure, Section 995.660';
OR
3. In lieu of I & 2, a company of equal financial size and stability that
is approved by the City's Insurance/Risk Manager.
• California Code of Civil Procedure Section 995.660 in summary, states that an admitted surety must provide: 1) the original, or a certified copy
of instrument authorizing the person who executed the bond to do so; 2) a certified copy of the Certificate of Authority issued by the Insurance
Commissioner; 3) a certificate from City Clerk of Cupertino City that Certificate of Authority has not been surrendered, revoked, canceled, annulled
or suspended; 4) a financial statement showing the assets and liabilities of the insurer at the end of the quarter calendar year, prior to 30 days next
preceding the date of the execution ofthe bond.
30
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 General to restore the required limits.
3. For either type of insurance, coverage shall include:
a. Premises and Operations
b. Products/Completed Operations with limits of one million dollars
($1,000,000) per occurrence/aggregate to be maintained for two (2) years following acceptance of
the work by the City.
c. Contractual Liability expressly including liability assumed under
this Contract.
d. Personal Injury liability.
e. Independent Contractors' (Protective) liability
f. Severability of Interest clause providing that the coverage applies
separately to each insured except with respect to the limits of liability.
4. For either type of insurance, coverage shall include the following endorsements,
copies of which shall be provided to the City and the Contractor:
a. Additional Insured Endorsement:
31
Insurance afforded by this policy shall also apply to the City of Cupertino and
Contractor as additional insureds.
b. Primary Insurance Endorsement:
Insurance afforded by the additional insured endorsement shall apply as primary
insurance, and other insurance maintained by the City of Cupertino and the Contractor shall be
excess only and not contributing with insurance provided under this policy.
c. Notice of Cancellation or Change of Coverage Endorsement:
This policy may not be canceled nor the coverage reduced by the Company without
30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino
CDBG Program, and the Contractor at the addresses set forth on page IO of this Addendum.
d. Severability of Interest Endorsement:
The insurance afforded by this policy shall apply separately to each insured who is
seeking coverage or against whom a claim is made or a suit is brought, except with respect to the
Company's limit of liability.
5. Comprehensive Automobile Liability Insurance for bodily injury (including death)
and property damage which provides total limits of not less than one million dollars ($1,000,000)
combined single limit per occurrence applicable lo all owned, non-owned and hired vehicles.
6. Workers' Compensation and Employer's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad
form all-states endorsement.
b. Employer's Liability coverage for not less than one million dollars
($1,000,000) per occurrence for all employees engaged in services or operations under this
Contract.
7. Work and Materials Insurance (including but not limited to Builder's Risk, Course
of Construction, Installation Floater or similar first party property insurance for covering the
interest of the Contractor and the City) shall be provided by the Contractor.
The Contractor's coverage shall provide the following:
a. Coverage shall be provided on an "all-risk" basis.
b. Coverage shall be provided on the work and materials which are the subject
of this Contract, whether in process or manufacture or finished, including "in transit" coverage to
the final agreed upon destination of delivery, and including loading and unloading operations, and
such coverage shall be in force until the work and materials are accepted by the City.
32
c. City and non-profit shall be named as additional insured as its interests may
appear at the time of loss.
d. Coverage shall be in an amount no less than the full replacement value of
the property at the time of loss.
e. The deductible shall not exceed $1,000 per occurrence unless otherwise
approved by the City and shall be borne by the Contractor.
f. If the construction contractor fails to maintain such insurance as is called
for herein, the City shall have cause to terminate this Contract in accordance with Section VI,
paragraph B.
8. Bond Requirements
The following bond requirements apply:
a. Contract Bonds -Prior to execution of the Contract, Contractor shall file
with the City on the approved forms, the two surety bonds in the amounts and for the purposes
noted below, duly executed by a reputable surety company satisfactory to City, and Contractor
shall pay all premiums and costs thereof and incidental thereto. Both Contractor and the sureties
shall sign each bond.
b. The "payment bond for public works" shall be in an amount of one
hundred percent (I 00%) of the Contract price, as determined from the prices in the bid form, and
shall insure to the benefit of persons performing labor or furnishing materials in connection with
the work of the proposed Contract. This bond shall be maintained in full force and effect
until all work under the Contract is completed and accepted by the City, and until all claims for
materials and labor have been paid.
c. The "performance bond" shall be in an amount of one hundred percent
(I 00%} of the Contract price as determined from the prices in the bid form. and shall insure the
faithful performance by Contractor of all work under the Contract. It shall also insure the replacing
of, or making acceptable, any defective materials or faulty workmanship.
Should any surety or sureties be deemed unsatisfactory at any time by the City notice will
be given Contractor to that effect, and Contractor shall forthwith substitute a new surety or sureties
satisfactory to the City. No further payment shall be deemed due or will be made under the Contract
until the new sureties qualify and are accepted by the City.
All alterations, time extensions, extra and additional work, and other changes authorized
by the Specifications, or any part of the Contract, may be made without securing consent of the
surety or sureties on the contract bonds.
9. Special Provisions
The following provisions shall apply to this Contract:
33
a. The foregoing requirements as to the types and limits of insurance
coverage to be maintained by the General and any approval of said insurance by the City or the
Contractor are not intended to and shall not in any manner limit or qualify the liabilities and
obligations otherwise assumed by the General pursuant to this Contract, including but not limited
to the provisions concerning indemnification.
b. The Contractor reserves the right to withhold payments to the General in
the event of material noncompliance with the insurance requirements outlined above.
c. The Contractor shall notify the City Community Development Department
promptly of all losses or claims over $25,000 resulting from work performed under this contract,
or any products/completed operations loss or claim against the contractor resulting from any of the
contractor's work.
34
EXHIBITF
CDBG REGULATIONS
CORPORATION hereby assures and certifies that it will comply with all regulations, policies,
guidelines and requirements applicable to the acceptance and use of Federal funds for this
Federally-assisted project and will be responsible for implementing and complying with all
relevant future changes to Federal Regulations or 0MB Circulars. Specifically,
CORPORATION gives assurances and certifies with respect to the Project that it is in
compliance with the following CDBG regulations set forth in 24 CFR Part 570 (the "CDBG
Regulations"), including all subsections set forth below.
I. 570.601. Public Law 88-352 and Public Law 90-284: affirmatively furthering fair
housing: Executive Order 11063. The Project shall be conducted and administered in conformity
with the Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R.
Part 100; Title VI of the Civil Rights Act of 1964, as amended; Title VIII of the Civil Rights Act
of 1968, as amended; Section 104(b) and Section I 09 of Title I of the Housing and Community
Development Act of 1974, as amended; Section 504 of the Rehabilitation Act of 1973 (29 USC
794 et seq.); the Age Discrimination Act of 1975 (42 USC 6101 et seq.); Executive Order 11063,
as amended by Executive Order 12259 and implementing regulations at 24 C.F.R. Part 107;
Executive Order 11246, as amended by Executive Orders 11375, 12086, 11478, 12107;
Executive Order 11625 as amended by Executive Order 12007; Executive Order 12432;
Executive Order 12138 as amended by Executive Order 12608; and Executive Order 13672
concerning gender identity.
2. 570.602. Section 109 of the Act.
3. 570.603. Labor Standards.
4. 570.604. Environmental Standards.
5. 570.605. National Flood Insurance Program.
6. 570.606. Relocation, Displacement and Acquisition.
7. 570.607. Employment and Contracting Opportunities.
8. 570.608. Lead-Based Paint.
9. 570.609. Use of Debarred, Suspended, or Ineligible Contractors or Subrecipients.
I 0. 570.610. Uniform Administrative Requirement and Cost Principles. The CITY, its
Subrecipients, agencies or instrumentalities, shall comply with the policies, guidelines,
and requirements of 24 CFR Part 85 (Common Rule), and 0MB Circulars A-110 (Grants
and Agreements with Non-Profit Organizations), A-122 (Cost Principles for Non-
Profits), A-128 (Audits of State and Local Governments-implemented at 24 CFR, Part
24), and A-133 (Audits of Institutions of Higher Education and Other Non-Profit
35
Institutions), as applicable, as they relate to the acceptance and use of Federal funds
under this part. The applicable sections of24 CFR, Part 85 and 0MB Circular A-100 are
set forth at 570.502.
11. 570.611. Conflict oflnterest.
12. 570.612. Executive Order 12372. Permits states to establish its own process for review
and comment on proposed Federal financial assistance programs, specifically the use of
CDBG funds for the construction or planning of water or sewer facilities.
13. 570.613. Eligibility restrictions for certain resident aliens.
14. 570.614. Architectural Barriers Act and the Americans with Disabilities Act. Federal
regulations issued pursuant thereto, which prohibit discrimination against the disabled in
any federally assisted program, the requirements of the Architectural Barriers Act of
15.
16.
17.
1968 (42 U.S.C. 4151-4157) and the applicable requirements of Title II and/or Title III of
the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et seq.), the requirements
of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations
issued pursuant thereto.
Drug Free Work Place. The requirements of the Drug Free Workplace Act of 1988
(P .L. I 00-690) and implementing regulations at 24 C.F .R. Part 24.
Religious Orgaui:.ations. If the CORPORATION is a religious organization, as defined
by the CDBG program, all conditions prescribed by HUD for the use of CDBG Funds by
religious organizations, including the First Amendment of the United States Constitution
regarding church/state principles and the applicable constitutional prohibitions set forth in
24 C.F.R. Section 570.200(j).
Flood Disaster Protection. The Flood Disaster Protection Act of 1973 (P .L. 93-234).
No portion of the assistance provided under this Agreement is approved for acquisition or
construction purposes as defined under Section 3(a) of said Act, for use in an area
identified by HUD as having special flood hazards which is located in a community not
then in compliance with the requirements for participation in the national flood insurance
program pursuant to Section 20 I ( d) of said Act. The use of any assistance provided under
this Agreement for such acquisition or construction in such identified areas in
communities then participating in the national flood insurance program is subject to the
mandatory purchase of flood insurance requirements of Section I 02( a) of said Act. Any
contract or Agreement for the sale, lease, or other transfer of land acquired, cleared or
improved with assistance provided under this Agreement is to contain certain provisions.
These provisions will apply if such land is located in an area identified by HUD as having
special flood hazards and in which the sale of flood insurance has been made available
under the National Flood Insurance Act of I 968, as amended, 42 U.S.C. 400 I et~-
These provisions obligate the transferee and its successors or assigns to obtain and
maintain, during the ownership of such land, such flood insurance as required with
respect to financial assistance for acquisition or construction purposes under ·section
36
18.
19.
20.
21.
I.
2.
3.
4.
5.
6.
7.
8.
9.
10.
II.
102(s) of the Flood Disaster Protection Act of 1973. Such provisions are required
notwithstanding the fact that the construction on such land is not itself funded with
assistance provided under this Agreement.
Environmental and Historic Preservation. 24 C.F.R. Part 58, which prescribe
procedures for compliance with the National Environmental Policy Act of 1969 ( 42
U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5.
Violence Against Women Act. The requirements of the Violence Against Women
Reauthorization Act of2013 (Pub. L. 113-4, 127 Stat. 54) applicable to HUD-funded
programs.
Anti-Lobbying; Disclosure Requirements. The disclosure requirements and
prohibitions of31 U.S.C. 1352 and implementing regulations at 24 C.F.R. Part 87.
HUD Regulations. Any other HUD regulations present or as may be amended, added, or
waived in the future pertaining to the CDBG grant funds, including but not limited to
HUD regulations as may be promulgated regarding subrecipients.
ADDITIONAL FEDERAL REGULATIONS, REQUIREMENTS, PROVISIONS
AND CITATIONS
0MB
0MB Circulars Circulars for
for Non Gov't. Gov't. Other Federal
Provisions Federal Regulations* Subrecipients Subrccinients Revulations**
National Objective 570.200(a)( I )+(2),
Compliance/Eligibility 570.201-570.209,
570.506
Scone of Work 570.503
Time of Perfonnance 570.503
Compensations and Method of 570.502, 570.513 A-122, A-21 A-87 24 CFR Part 85
Pavment
Program Income 570.500(a),
570.503(b)(3), 570.504
Record-Keeping Requirements 570.502, 570.503(b)(2), 24 CFR Parts 84 and
570.506 85
Reporting Requirements 570.502, 570.507 24 CFR Parts 84 and
85
.
Public Access to Program 570.502, 570.508 24 CFR Parts 84 and
Records 85
Grant Closeout Procedures 570.502, 570.509
Uniform Administrative and 570.502, 570.503(b)(4), A-122, A-21, A-A-87, A-133 24 CFR Parts 84 and
Program Management 570.610 133 85
Standards
Reversion of Assets 570.502, 570.503,
570.505
37
12. Real Property 570.502, 570.503(b)(7),
570.505
13. Other Program Requirements 570.503(b)(5), 570.600-
603,
570.605-614
14. Tennination 570.502,570.503 24 CFR Part 84.43
15. Compliance with 570.501 A-122 24 CFR Parts 84 and
Laws/Reoulations 85
16. Antidiscrimination/ 570.601, 570.602,
570.607
Affirmative Action and EEO
17. Financial Management 570.502, 570.610 24 CFR Parts 84.20
and 85.20 and
Treasury Cir. 1075
18. Audits 570.502, 570.610 A-133 A-133 24 CFR Parts 84.26
and 85.26
19. Religious and Political 570.200G), 570.207
Activities
20. Budget Modifications 570.502. 570.503(b)(l)
21. Monitoring 570.501(b), 24 CFR Parts 84 and
570.502(b)(vii), 85
570.503(b)(l)
22. Conflict of Interest 570.611 24 CFR Parts 84 and
85
23. Procurement Methods 570.502 24 CFR Parts 84.40-
48 and 85.36
24. Bud~el 570.503
25. Project Schedule/Milestones 570.503
26. Environmental Review 570.503(b )(3 )( l)
Unless otherwise noted, c1tat10ns are from Title 24 of the Code of Federal Regulations (CFR).
** Part 84 applies to institutions of higher education, hospitals, and other non-profit organizations; Part 85 applies to state, local, and federally
recognized Tribal governments.
Rcauirements Federal Re!!ulations Other References
1. Federal Labor Standards 24 CFR 570.603; 29 CFR Parts 1, Section 110, Housing and
l. Davis-Bacon 3, and 5 Community Development Act of
2. Copeland Act (Anti-kickback) 1974 (HCDA); 40 U.S.C. 276a-
3. Contract Work Hours and Safety Standards 276a-5; 40 U.S.C. 276c; 40 U.S.C.
327 et seq.
2. Equal Employment Opportunity 24 CFR 570.601-602,
24 CFR 570.607, Executive Orders 11246 and
41CFR60 12086, 12 U.S.C. 170lu
3. List of Debarred or Ineligible Contractors 24 CFR 570.609,
24 CFR24
4. Non-Discrimination 24 CFR Part 8, Section 504 of Rehab. Act of 1973,
24 CFR 570.601, Americans with Disabilities Act of
24 CFR 570.602 1990, Exec. Order 11063
5. Fire Safety Codes Local
6. Building, Housing, and Zoning Codes; Housing 24 CFR 570.208(b)(l)(iv) and Local
Qualitv Standards (b)(2)
7. Lead-Based Paint 24 CFR 570.608, 42 U.S.C. 4821 et seq.
24 CFR35
8. Lumn Sum Drawdowns 24 CFR 570.513
9. Environmental/Historic Preservation/National 24 CFR 570.503(b)(5)(i), Sec. l04(g), HCDA
Environmental Policy Act/Flood Insurance 24 CFR 570.604, 570.202,
Requirements 24 CFR 58
38
I. Siting Near Airports and Coastal Barrier
Resources
2. Fish and Wildlife Protection Ref. At 24 CFR 58.6
3. Flood Plain
4. National Historic Preservation See reference at 24 CFR
5. Noise Abatement & Control 58.5570.605, 58.6
6. Wetlands
7. Air Quality
8. Coastal Zones
9. Endangered Species
10. Thermal/Explosive Hazards
11. Flood Insurance
42 U.S.C. 4001 et sea.
10. Relocation, Real Property Acquisition, and One-24 CFR 570.20l(i), 570.606, Sect. 104(d) and 105(a)(l l) of
For-One Housing Replacement 49 CFR24, HCDA, www.hud.gov/relocation
C. Unifonn Relocation Act
D. Residential anti-displacement and
relocation assistance
E. One-For-One Replacement 24 CFR 570.606(c)(l)
39
EXHIBIT G
PROJECT SCOPE OF WORK
The Housing Repair and Rehabilitation Project will allow very low-income homeowners to
remain in affordable, safe and decent housing. Residents of Cupertino who live on a fixed
income may be less able to afford little beyond the most basic needs. On fixed incomes, even
necessary expenses such as prescription medications can be difficult to afford while other
important expenses, such as repairs to resolve unsafe or unsightly conditions, may be near
impossible for older homeowners to afford.
A significant portion of Cupertino older persons are aging in place in homes they purchased
more than 30 years ago. Although the homes may have increased in value, residents find that
their fixed income is less able to cover routine upkeep or repairs. Most do not want to move from
their homes, but others find they could not afford to move even if they would choose to do so.
Benefits of aging in place including maintaining seniors' social networks and limiting the
negative effects of relocation and dramatic transitions, including the financial expense of
relocating (Joint Center for Housing Studies of Harvard University, 2001). The Housing Repair
Program addresses this problem by allowing homeowners to remain in safe and affordable
housing for as long as possible. Rebuilding Together is the only community-based non-profit
organization providing repairs to homeowners in need at no cost to the homeowner.
40
41