CC Resolution No. 16-039 Adopting the 2016-17 Community Development Black Grant (CDBG) Program, General Fund Human Service Grants 9HSG) Program and Below Market-Rate (BMR) Affordable Housing Fund (AHF) Funding AllocationsRESOLUTION NO. 16-039
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
ADOPTING THE 2016-17 COMMUNTIY DEVELOPMENT BLOCK GRANT (CDBG)
PROGRAM, GENERAL FUND HUMAN SERVICE GRANTS (HSG) PROGRAM AND
BELOW MARKET-RATE (BMR) AFFORDABLE HOUSING FUND (AHF) FUNDING
ALLOCATIONS
WHEREAS, the Housing and Community Development Act of 1974 provides that funds
be made available for the Community Development Block Grant (CDBG) program; and
WHEREAS, the City of Cupertino wishes to apply for funds as an Entitlement
Jurisdiction under said Act; and
WHEREAS, the City of Cupertino estimates receiving a $307,592 CDBG entitlement grant
from the United States Department of Housing and Urban Development (HUD) to be allocated
for fiscal year 2016-17; and
WHEREAS, the City of Cupertino estimates allocating $7,000 in CDBG program income
for fiscal year 2016-17; and
WHEREAS, The City of Cupertino estimates allocating up to $80,000 of available
uncommitted CDBG funds from prior fiscal year 2015-16 for fiscal year 2016-17; and
BE IT FURTHER RESOLVED that the City Council of the City of Cupertino hereby
approves the Housing Commission's fiscal year 2016-17 funding recommendation allocations to
the organizations and dollar amounts as detailed in Attachment D to the City Council staff
report dated April 19, 2016 entitled "2016-17 Community Development Block Grant (CDBG)
Program Annual Action Plan and 2016-17 Grant Funding Allocations"; and
BE IT FURTHER RESOLVED that the 2016-17 CDBG, HSG and BMR AHF grant funding
allocations will be decreased/increased based on final budget allocations by HUD and City
Council; and
BE IT FURTHER RESOLVED that the City Council of the City of Cupertino hereby
authorizes the City Manager to negotiate and execute the grant agreements in substantially the
forms as Attachments F, G and H to the City Council staff report dated April 19, 2016 entitled
"2016-17 Community Development Block Grant (CDBG) Program Annual Action Plan and
2016-17 Grant Funding Allocations".
Re s olution No. 16-039
Page 2
PASS ED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 19th day of April, 2016 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Members of the City Council
Chang, Vaidhyanathan, Paul, Sinks, Wong
None
None
None
APPROVED:
6m@,, ~DI 'J1
Grace Schmidt, City Clerk
FY 2016/17 Housing FY2016/17
Fiscal Year 2016/17 Est. FY 2016/17 FY2016/17
Commiss ion Est. Balance of FY2015/16
No. Funds Available Funding Requests Funding Available Funds After Funding
Grant Application Summary Recommendations Funding A ll ocation s
Recommendations
1 CDBG Public Service Appli cations:
ITwo-Year Fundin• Cvcle FY 2016/17 & 17/18\
a Liv e Oak Adu lt Day Se rvices -Seni or Adult Day Care $ 15,098.00 $ 15,098.00 $ 14,254.00
b West Va ll ey Community Serv ices -Comm unity Access to Resource and Educat ion
(CARE\ $ 25,000.00 $ 32,090.00 $ U,991.00
Sub-Total $ 47,188.00 $ 40,098.00 $ 47,188.00 $ $ 37,245.00
2
CDBG Capital/Housing Project Applications:
IOn e-Year Fundinr!Cvcle FY2016/17'1
a Rebuild in g Together Silicon Va lley-Housing Re pair and Rehabilitatio n Project $ 60,300.00 $ 60,300.00 $ 60,300.00
b City of Cupertino Pub lic Works Depa rtment -City-wide Curb Ramp lnst<l ll ation Project $ 200,000.00 $ 224,184.00 $
Sub-Total $ 284,484.00 $ 260,300.00 $ 284,484.00 $ $ 60,300.00
3
CDBG Program Adminis tration:
(One-Year Fu nd in2 Cvcle, FY 2016/17)
a Ad minis tration $ 62,918.00 $ 62,918.00 $ $ 61,309.00
Sub· Total $ 62,918.00 $ 62,918.00 $ 62,918.00 $ $ 61,309.00
4 Gen eral Fund Human Service Grants (HSG) Applications:
(Two-Year Funding Cycle, FY 2016117 & 17/18)
a Catholic Charities of Sa nta Clara County -Lo ng-Term Care Ombudsman $ 6,500.00 $ 6,500.00 $ 6,500.00
b Seni o r Adults Legal Assistance -Lega l Assistance to Elders $ 10,100.00 $ 10,100.00 $ 9,800.00
c Maitri -MTH Di rect Clie nt Services $ 15,000.00 $ 23,400.00 $ 12,000 .00
Sub-Total $ 40,000.00 $ 31,600.00 $ 40,000.00 $ $ 28,300.00
5
Be low Market-Rate (BMR) A ffordab le Housing Fund (AHF) Appli cations
<Two-Year Fundino C vcle FY 2016/17 & 17/181:
a West Va ll ey Community Se rv ices -Affordable Placement Program $ l U,400.00 $ lU,400.00 $ 109,000.00
b Project Se ntinel -Landlord(renant Rental Med iati on $ 35,000.00 $ 35,000.00 $ 30,000.00
c Ede n Counci l fo r Hope and Opportunity (ECHO) -Fni r Housing Services $ 10,000.00 $ 10,000.00 $ 6,737.00
d West Va lley Community Se rvices -1031 1 & 10321 G reenwood Court Renovation Project $ 160,000.00 $ 160,000.00 $
c "'M id Pen Hou s in g Corporation -19160 Stevens Creek Blvd. Se ni o r H ous ing $ 3,500,000.00 $ 3,500,000.00 $
Devclo oment
Sub-Total $ 8,000,000.00 $ 3,827,400.00 $ 3,827,400.00 $ 4,172,600.00 $ 147,737.00
TOTAL $ 8,434,590.00 $ 4,222,316.00 $ 4,261 ,990.00 $ 4,172,600.00 $ 334,891.00
•Applicatio11 ft111d i11g approva l would 011 ly appl y to fisca l year 2016-17. Applica tion fimdiug approva l and prior to auy City fimtl s bei11 g disbursed for this proposed projec t; th e applica nt would be subject to prov iditlg
sufficieut doc 11m e11tatio11 of site control, CihJ Co1mc il Ge11era l Pla11 A111e11dme11t (GPA) a11t/1 orizatio11 to proceed with a deve lopment applicatio11 for th e properhJ to be rezo11ed a11d oth er co11dit'io11s se t forth by th e City
Co 1m ci l.
GENERAL FUND HUMAN SERVICE GRANTS (HSG) PROGRAM
CITY/NON-PROFIT CONTRACT
(Services Only)
THIS General Fund Human Services Grants (HSG) Program 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
a non-profit public benefit corporation (hereinafter "CORPORATION"). The allocation of funds
pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of
General Fund Human Service Grants (HSG) funds (hereinafter "Grant") to CORPORATION on
WITNESS ETH
WHEREAS, CITY has reserved a portion of its HSG funds to be used on activities that
benefit Cupertino's residents; and,
WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY'S
HSG budget for the Program as described below to be operated within CITY and will benefit low
and very low-income households;
NOW, THEREFORE, the parties agree as follows;
I. PROGRAM
CITY agrees to allocate a portion of its current HSG budget to CORPORATION, being
the sum of for the purpose of
implementing the CORPORATION'S program (hereinafter "Program"), as more particularly
described in numerous exhibits marked as noted herein, attached to this Contract, incorporated
by this reference, as though fully set forth, as follows: Exhibit "A" (Program Description),
Exhibit "B" (Program Work Plan), Exhibit "C" (Proposed Implementation Time Schedule),
Exhibit "D" (Program Budget), and Exhibit "E" (Insurance and Bond Requirements).
II. TERM
A. The purpose of this Contract is for the CITY to disburse HSG funds for eligible activities.
Unless amended prior to its expiration, the te1m of this Contract for disbursement purposes will
begin on and will end on 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 and te1minate on the earliest of the following dates as set forth
herein: , or later date per amendment to this Contract; or upon the termination
date established pursuant to Section VII or Section VIII of this Contract.
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FY 2016-17 General Fund Human Service Grants (HSG) C ity /Non-Profit 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 A1ticles of Incorporation under the laws of the State of California;
b) A copy of the current Bylaws of CORPORATION;
c) Documentation of its Internal Revenue Service non-profit status ;
d) Names and addresses of the current Board of Directors of
CORPORATION; and,
e) An adopted copy of CORPORATION'S personnel policies and
procedures.
2. During the Contract term, immediately report any changes, subsequent to the
date of this Contract, in CORPORATION'S Atticles of Incorporation, Bylaws, Board of
Directors, personnel policies and procedures, or tax exempt status to DIRECTOR.
3. Maintain no member of its Board of Directors as a paid employee, agent,
independent contractor, or subcontractor under this Contract.
4 . Open to the public, meetings of its Board of Directors , ifrequired by
California 's open meeting laws , except meetings , or po1tions thereof, dealing with
personnel or litigation matters or as othe1wise provided by law.
5. Keep minutes of all its regular and special meetings .
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FY 20 16-17 General Fun d Human Se1v ice Gran ts (H SG) C ity/Non -Profi t Cont ract
6. Comply with all provisions of California and Federal Non-Profit Corporation
Laws.
7. Provide to the CITY a copy of a resolution authorizing the
CORPORATION's execution of this Contract. The CORPORATION hereby warrants to
the CITY that this Contract is a legal, valid, and binding obligation of the
CORPORATION enforceable in accordance with its terms, and that the execution and
delivery of this Contract and the performance of the CORPORATION's obligations have
been duly authorized by the CORPORATION .
B. Program Performance by CORPORATION . CORPORATION shall:
1. Conduct the PROGRAM within the City of Cupertino, for the purpose of
benefiting low and very low-income households.
2 . File quarterly reports as required by CITY on the type and number of services
rendered through the operation of the PROGRAM, and a description of the beneficiaries
of these services, and which reports will evaluate the manner in which the PROGRAM is
achieving its objectives and goals according to the standards established by CITY. The
progress rep011s 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 te1m of this Contract is extended by an amendment for a second fiscal
year, submit a satisfactory Audit within 150 days of CORPORATION's fiscal year
encompassed by the first year of this Contract.
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FY 20 16-17 General Fund Hum an Serv ice Gra nts (HS G) City/Non-Profit Contract
3. Document all PROGRAM costs by maintaining records in accordance with
Section III, Paragraph D below.
4. Submit to the CITY, based on an agreed upon schedule, a request for
payment, together with all supporting documentation. Invoices requesting disbursements
submitted after the expiration of the Contract will be honored only for eligible charges
incurred during the Contract term. All invoices must be submitted by the Contract
expiration date or within such other time period specified by the CITY for this Contract
term. Funds not disbursed will be returned to the City for future reallocation.
5. Certify cun-ent 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 incun-ed or anticipated to be incun-ed 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 desc1iption 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
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FY 20 16-17 Genera l Fund Hum an Serv ice Gran ts (HSG) C ity/Non-P ro fit Cont rac t
3. If this Contract is completely or partially te1minated, the records relating to the
work te1minated will be preserved and made available for a period of five years from the
date of termination.
F. Examination of Records and Facilities. At any time dming normal business hours, and as
often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly
authorized representatives may until expiration of (a) five years after final payment under this
Contract, (b) five years from the date of termination of this Contract, or ( c) such longer period as
may be described by applicable law, have access to and the right to examine its plants, offices
and facilities used in the performance of this Contract or the operation of the PROGRAM, and
all its records with respect to the PROGRAM and all matters covered by this Contract.
CORPORATION also agrees that CITY or any duly authorized representatives will have the
right to audit, examine, and make excerpts or transactions of and from, such records and to make
audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of
employment, materials and all other data relating to the PROGRAM and matters covered by this
Contract. CORPORATION will be notified in advance that an audit will be conducted.
CORPORATION will be required to respond to any audit findings, and have the responses
included in the final audit report. The cost of any such audit will be borne by CITY.
G. Compliance with Law. CORPORATION will become familiar and comply with and
cause all its subcontractors, independent contractors, and employees, if any, to become familiar
and comply with all applicable federal, state and local laws, ordinances, codes, regulations and
decrees.
H. Suspension and Te1mination. Suspension or termination of this Contract may occur if the
CORPORATION mate1ially fails to comply with any term of the award, and that the award may
be terminated for convenience .
I. Reversion of Assets . Upon expiration or termination of this Contract, the
CORPORATION will transfer to the CITY any HSG funds on hand at the time of expiration and
any accounts receivable attributable to the use of funds .
V. OBLIGATIONS OF CITY
A . Method of Payment. During the term of this Contract, CITY shall disburse HSG funds to
CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable
costs and expenses incurred in connection with the PROGRAM, not to exceed the total sum of
----------------------·CITY may, at any time in its
absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in
part, pursuant to this Contract based on CORPORATION'S non-compliance, including, but not
limited to, incomplete documentation of expenses, failure to substantially meet goals and
objectives as required in Exhibit B, ("Program Work Plan"), failure to submit adequate progress
reports as required herein or other incidents of non-compliance as described in Section VII,
Paragraph B of this Contract or based on the refusal by CORPORATION to accept any
additional conditions that may be imposed by City at any time to ensure compliance with the
terms of this Contract.
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FY 2016-17 General Fund Human Service Grants (HSG) C ity/Non-Profit Contract
VI. PROGRAM COORDINATION
A. CITY. The CITY Executive will assign a single DIRECTOR for CITY who will render
overall supervision of the progress and performance of this Contract by CITY. All services
agreed to be performed by CITY will be at the overall direction of the DIRECTOR.
B. CORPORATION. As of the date hereof, CORPORATION has designated
to serve as EXECUTNE 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 EXECUTNE 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:
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.
VIL 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 repo1ts necessary for DIRECTOR to
monitor, review and evaluate the perfmmance of the PROGRAM and its components. CITY
will have the 1ight 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 cotTective action to enforce compliance with such
provision as well as the right to suspend or terminate this Contract. Examples of noncompliance
include, but are not limited to:
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FY 20 16-17 Genera l Fund Hum an Serv ice Gra nts (HSG) C ity/Non-Pro fit Cont ract
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.
2. If there is pending litigation with respect to the perf01mance 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 actionpe11aining to the PROGRAM, which action
required CITY approval, and such approval was not obtained.
4. If CORPORATION is in default under any provision of this Contract.
5. If CORPORATION makes illegal use of CITY funds .
6. If CORPORATION submits to CITY any report which is incorrect or incomplete in
any material respect.
7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Program Work
Plan").
C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately
terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION
pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S
intention to consider corrective action to enforce compliance. Such notice must indicate the
nature of the non-compliance and the procedure whereby CORPORATION will have the
opportunity to participate in formulating any corrective action recommendation. CITY will have
the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR
at any hearing or meeting called for the purpose of considering corrective action.
In the event that CORPORATION does not implement the corrective action recommendations in
accordance with the corrective action timetable, CITY may suspend payments hereunder or
terminate this Contract as set forth in Section VIII below .
VIII. TERMINATION
A. Termination for Cause. CITY may terminate this Contract by providing written notice to
CORPORATION, for any of the following reasons: uncorrected Contract non-compliance as
defined in Section VII, Paragraph B; CORPORATION is in bankrnptcy 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
f011h in Section VII, either CITY or CORPORATION may suspend or terminate this Contract
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FY 2016-17 General Fund Human Service Grants (HSG) C ity/No n-Profit Contract
for any reason by giving thi11y (30) days prior written notice to the other party. Upon receipt of
such notice, perfo1mance of the services hereunder will be immediately discontinued .
C. In the event that this Contract is te1minated , CORPORATON may be required to return
funds to the CITY.
D. Upon termination of this Contract, CORPORATION must immediately provide CITY
access to all documents, records , payroll, minutes of meetings, con-espondence 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 dming the Contract pe1iod 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 perfo1med 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 as signees' actions or omissions .
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FY 20 16-17 General Fund Human Service Grants (HSG) C ity/Non-Profi t Cont ract
XII. CLIENT INFORMATION
CORPORATION agrees to maintain client records consistent with applicable laws regarding
personal privacy and obligations of confidentiality ..
XIII . HOLD HARMLESS
In addition to the indemnity obligations set forth in Exhibit E , "Insurance and Bond
Requirements," CORPORATION will indemnify and hold harmless the CITY, its employees,
agents , and officials, members of boards and commissions, from any and all claims, actions,
suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees
and court costs, arising out of the failure of the CORPORATION 's Program to comply with
applicable laws, ordinances, codes, regulations and decrees , including without limitation those
set f011h in Exhibit E, "Certifications ."
XIV. WAIVER OF RIGHTS AND REMEDIES
In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any
breach of the covenants or conditions of this Contract or any default which may then exist on the
part of CORPORATION, and the making of any such payment while any such breach or default
will in no way impair or prejudice any right or remedy available to CITY with respect touch
breach or default. In no event will payment to CORPORATION by CITY in any way constitute
a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to
CORPORATION on any item, which is not eligible for payment under the PROGRAM or this
Contract.
XV. NON-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 1101and1102. CORPORATION
will not discriminate against any subcontractor, employee, or applicant for employment because
of age , race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational affiliations, or
marital status in the recruitment, selection for training including apprenticeship, hiring,
employment, utilization, promotion, layoff, rates of pay or other forms of compensation . Nor
shall CORPORATION discriminate in provision of services provided in this Contract because of
age, race , color, national origin, ancestry, religion , sex/gender, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational affiliations, or
marital status.
This non-discrimination provision must be included in CORPORATION 's contracts with sub-
contractors and vendors when utilizing the grant funds disbursed for this program .
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FY 201 6-1 7 Genera l Fund Human Serv ice Grants (H SG) C ity/Non-P ro fit Co ntract
XVI. AMENDMENTS
Other than the amendment related to a second year renewal option as stated in Section III. above,
amendments to the tenns or conditions of this Contract must be requested in writing by a duly
authorized representative of the party desiring such amendments, and any such amendment shall
be effective only upon the mutual agreement in writing of the parties hereto.
XVII. INTEGRATED DOCUMENT
This Contract contains the entire agreement between CITY and CORPORATION with respect to
the subject matter hereof. No written or oral agreements with any officer, agent or employee of
CITY prior to execution of this Contract shall affect or modify any of the terms of obligations
contained in any documents comprising this Contract.
XVIII. MISCELLANEOUS
A. Headings . The captions and section headings used in this Contract are for convenience of
reference only, and the words contained herein will, in no way, be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of the provisions of this Contract.
B. Exhibits . All Exhibits attached hereto and referred to in this Contract are incorporated
herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit "A"
(PROGRAM Description), Exhibit "B" (PROGRAM Work Plan), Exhibit "C" (Proposed
Implementation Time Schedule), Exhibit "D" (Program Budget), and Exhibit "E" (Insurance and
Bond Requirements).
C . Conflict of Interest. In accordance with Government Code Section 1090 and the Political
Reform Act, Government Code Section 87100 et seq., except for approved eligible
administrative or personnel costs, no person who is an employee, agent, consultant, officer, or
any immediate family member of such person, or 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 Refo1m Act, Government Code Section 87100 et~., its implementing regulations
manual and codes , and Government Code Section 1090.
Page 10 of 21
FY 20 16-1 7 Ge nera l Fun d Human Serv ice Grants (HS G) C ity/Non-Profit Contrac t
D. Interpretation. Each pai1y to this Contract has had an opportunity to review the Contract,
confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the
Contract. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret
any uncertainty in the meaning of the Contract.
E. Third-Party Beneficia1y. 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 2016-17 General Fund Human Service Grants (HSG) 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:
By:
(print name)
Insert Name Here
Executive Director
Date
APPROVED AS TO FORM AND
LEGALITY:
Randolph Stevenson Hom
City Attorney
Date
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER
Insert Here
PO#:
Original Contract (1st Yr.):
Contract Amendment (2no Yr.):
Total:
CITY OF CUPERTINO, a municipal
corporation:
David Brandt
City Manager
ATTEST:
Grace Schmidt
City Clerk
AMOUNT
$
$
$
Page 12 of21
(print name)
Date
Date
FY 20 16-1 7 General Fund Hum an Serv ice Grants (HSG) C ity/Non-Profit Contract
Agency Name:
Executive Director:
Street Address :
Telephone number:
Name of Project/Program:
Project/Program Location :
Project Description:
EXHIBIT A
PROGRAM DESCRIPTION
Project Manager:
City:
Fax Number:
Page 13 of21
FY 2016-17 General Fund Human Service Grants (HSG) City/N on-Profit Contract
Grant# (For Office Use Only)
State: I Zip Code:
Project Manager E-mail Address:
AGENCY NAME:
PROGRAM NAME:
Objectives
EXHIBITB
PROGRAM WORK PLAN
FY 2016/17
Benchmarks for Each Quarter
l st znd 3 rd 4th
Page 14 of21
FY 20 16-17 General Fund Human Servic e Gran ts (HSG) C ity/No n-P rofit Contract
TOTAL
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2016/17
AGENCY NAME:
PROGRM NAME:
Activity# Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Mav Jun Total
Page 15 of 21
FY 20 16-17 Genera l Fund Human Serv ice Grants (HSG) City/Non-Profit Contract
Agency Name:
Project Name:
EXHIBITD
PROGRAM BUDGET
FY 2016/17
Proposed Project Expenses
Page 16 of21
FY 2016-1 7 General Fund Human Service Gran ts (HSG) C ity/No n-Profit Contract
FY 2016/17
EXHIBIT E
BASIC INSURANCE AND BOND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" ·as the word is used in this Exhibit E is the party
contracting with the City of Cupertino for the direct distribution of HSG funds.
Indemnity
The Contractor shall indemnify, defend, and hold harmless the City of Cupe1tino (hereinafter
"City"), its officers, agents and employees from any loss, liability, claim, injury or damage
arising out of, or in connection with perfo1mance 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 te1m 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 Ce1tificate 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
ce1tificate. Individual endorsements executed by the insurance carrier may be substituted for the
City's Special Endorsement fo1m if they provide the coverage as required. In addition, a certified
copy of the policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the address as shown on the City's Certificate of
Insurance form and to the Community Development Department at the address set forth in this
Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The
Contractor shall not issue a Notice to Proceed with the work under this Contract until it has
obtained all insurance required and such insurance has been approved by the City. This approval
of insurance shall neither relieve nor decrease the liability of the Contractor.
B. Notice of Cancellation of Reduction of Coverage
All policies shall contain a special provision for thirty (30) days prior written notice of any
cancellation or reduction in coverage to be sent to the Community Development Department,
10300 Torre Avenue, Cupertino, CA 95014 .
Page 17 of21
FY 20 16-17 Genera l F un d H um an Service Grants (1-I SG) City/Non-P rofi t Co ntract
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 occmrence/ aggregate to be maintained for two (2) years following acceptance
of the work by the City.
c. Contractual Liability expressly including liability assumed under this Contract.
d. Personal Injury liability.
e . Independent Contractors' (Protective) liability.
f. Severability of Interest clause providing that the coverage applies separately to
each insured except with respect to the limits of liability.
Page 18 of21
FY 20 16 -1 7 Genera l Fund Hum an Serv ice Grants (HS G) C ity /No n-Profit Cont rac t
4. For either type of insurance , coverage sh all 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 occmTence applicable to all owned, non-owned
and hired vehicles.
6. Worker's Compensation and Employer's Liability Insurance for :
a . Statutory California Workers' Comp ensation co verage including a broad f01m all-
states endorsement.
Page 19 of 21
FY 20 16-17 Genera l Fund Hum an Serv ice Gra nts (HSG) City/N on-Profi t Contract
b . Employer's Liability coverage for not less than one million dollars ($1,000 ,000)
per occurTence 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 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 auth01ized 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 te1mination 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.
Pag e 20 of21
FY 20 16-17 Genera l Fund Human Service Grants (HSG) City/Non-P ro fit Cont ract
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.
..
P age 21 of 21
FY 20 16 -1 7 Ge nera l Fund Hum an Serv ice Gran ts (H SG) C ity/N o n-Profi t Co nt rac t
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
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
~~~~~~~-
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 p01tion of its cmTent BMR AHF budget to CORPORATION,
being the sum of 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 and will end on 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 and terminate on the earliest of the following dates as set
forth herein: , or later date per amendment to this Contract; or upon the
termination date established pursuant to Section VII or Section VIII of this Contract.
Page 1 of21
FY 2016-17 Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit 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 tenn 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 pe1formance, as determined by the CITY, of all it's
obligations as stated in this Contract;
D. Submission to CITY of Proof of Insurance.
IV. OBLIGATIONS OF CORPORATION
A. Organization of CORPORATION. CORPORATION will:
1. Provide CITY with copies of the following documents , evidencing filing with
the appropriate governmental agency:
a) Its Articles of Incorporation under the laws of the State of California;
b) A copy of the cmTent Bylaws of CORPORATION ;
c) Documentation of its Internal Revenue Service non-profit status ;
d) Names and addresses of the current Board of Directors of
CORPORATION; and ,
e) An adopted copy of CORPORATION 'S personnel policies and
procedures .
2. During the Contract term, immediately report any changes, subsequent to the
date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of
Directors , personnel policies and procedures , or tax exempt status to DIRECTOR.
3. Maintain no member of its Board of Directors as a paid employee, agent ,
independent contractor, or subcontractor under this Contract.
4 . Open to the public, meetings of its Board of Directors , ifrequired by
Californi a's open meeting law s , ex cept meetings , or portions th ereof, dealing with
personnel or litigation matters or as otherwise provided by law .
5 . Keep minutes of all its regular and special meetings .
Page 2 of 2 1
FY 2016-17 Be low Market-Ra te (BMR) Affordab le Housi ng Fund (AHF) City/No n-Profit Contract
6 . Comply with all provisions of California and Federal Non-Profit Corporation
Laws.
7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's
execution of this Contract. The CORPORATION hereby warrants to the CITY that this
Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in
accordance with its terms, and that the execution and delivery of this Contract and the
performance of the 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
Cuper1ino General Funds ."
C . Fiscal Responsibilities of CORPORATION. CORPORATION will :
1. Appoint and submit the name of a fiscal agent who will be responsible for the
financial and accounting activities of CORPORATION, including the receipt and
disbursement of CORPORATION funds. The CITY must immediately be notified in
writing of the appointment of any new fiscal agent and that agent's name.
2. If the term of this Contract is extended by an amendment for a second fiscal
year, submit a satisfactory Audit within 150 days of CORPORATION's fiscal year
encompassed by the first year of this Contract.
Page 3 of21
FY 201 6-17 Below Market-Rate (BMR) Afford a ble Ho using Fund (AHF) C ity/No n-Profit C ontract
3. Document all PROGRAM costs by maintaining records in accordance with
Section III, Paragraph D below.
4. Submit to the CITY, based on an agreed upon schedule, a request for
payment, together with all supporting documentation. Invoices requesting disbursements
submitted after the expiration of the Contract will be honored only for eligible charges
incuned during the Contract term. All invoices must be submitted by the Contract
expiration date or within such other time pe1iod specified by the CITY for this Contract
term . Funds not disbursed will be returned to the City for future reallocation.
5. Certify cunent 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, prope11y and all other pertinent
records sufficient to reflect properly (a) all direct and indirect costs of whatever nature
claimed to have been incuned or anticipated to be incuned 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 of21
FY 20 16 -1 7 Be low Ma rk et-R ate (BMR) Afford a ble Housi ng Fund (AH F) Ci ty/N on-Pro fit Contract
3. If thi s Contract is completely or paiiially te1minated, the records relating to the
work te1minated will be preserved and made available for a period of five years from the
date of termination.
F . Examination of Records and Facilities. At any time during normal business hours, and as
often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly
authorized representatives may until expiration of (a) five years after final payment under this
Contract, (b) five years from the date of termination of this Contract, or ( c) such longer period as
may be described by applicable law , have access to and the right to examine its plants, offices
and facilities used in the performance of this Contract or the operation of the PROGRAM, and
all its records with respect to the PROGRAM and all matters covered by this Contract.
CORPORATION also agrees that CITY or any duly authorized representatives will have the
right to audit , examine, and make excerpts or transactions of and from, such records and to make
audits of all contracts and subcontracts, invoices, payrolls , records of personnel, conditions of
employment, materials and all other data relating to the PROGRAM and matters covered by this
Contract. CORPORATION will be notified in advance that an audit will be conducted.
CORPORATION will be required to respond to any audit findings, and have the responses
included in the final audit report. The cost of any such audit will be borne by CITY.
G. Compliance with Law . CORPORATION will become familiar and comply with and
cause all its subcontractors, independent contractors, and employees, if any, to become familiar
and comply with all applicable federal, state and local laws, ordinances, codes, regulations and
decrees.
H . Suspension and Te1mination . Suspension or termination of this Contract may occur if the
CORPORATION mate1ially 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 te1m of this Conh·act, CITY shall disburse BMR AHF
funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all
allowable costs and expenses incmTed in connection with the PROGRAM, not to exceed the total
sum of . 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 desctibed in Section VI,
Paragraph B ofthis Contract or based on the refusal by CORPORATION to accept any
additional conditions that may be imposed b y City at any time to ensure compliance with the
te1ms of this Contract.
Page 5 of 21
FY 20 16 -17 Be low Mar ket-Ra te (BMR) Affordab le Housing Fun d (AHF) C ity/No n-Profit Contrac t
VI. PROGRAM COORDINATION
A. CITY. The CITY Executive will assign a single DIRECTOR for CITY who will render
overall supervision of the progress and perfonnance of this Contract by CITY. All services
agreed to be perf01med by CITY will be at the overall direction of the DIRECTOR.
B. CORPORATION . As of the date hereof, CORPORATION has designated
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:
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 w1itten notice of such change to
the other pmty 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 :
Page 6 of21
FY 20 16 -17 Be low Market-Ra te (BM R) Afforda ble Ho using Fund {AHF) C ity/Non-Profit Contrac t
1. If CORPORATION (with or without knowledge) has made any material
mi srepresentation of any nature with respect to any info1mation or data furnished to
CITY in connection with the PROGRAM.
2 . If there is pending litigation with respect to the perf01mance 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 occmTence 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 fo1mulating 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
te1minate this Contract as set forth in Section VIII below .
VIII. TERMINATION
A. Termination for Cause . CITY may terminate this Contract by providing written notice to
CORPORATION, for any of the following reasons : uncorrected Contract non-compliance as
defined in Section VII, Paragraph B ; CORPORATION is in bankruptcy or receivership ; a
member of the CORPORATION 'S Board of Directors or the executive director is found to have
committed fraud or; there is reliable evidence that CORPORATION is unable to complete the
Program as described in the attached Exhibits . The date of termination will be as specified in the
notice.
B. Te1mination for Convenience . In addition to the CITY'S right to terminate for cause set
fo11h in Section VII , either CITY or CORPORATION may suspend or terminate this Contract
Page 7 of 2 1
FY 20 16-1 7 Be low Ma rket-Rate (BMR) Affordabl e Ho us in g Fund (A H F) C ity/No n-Profit Contract
for any reason by gi v ing thirty (30) days prior written notice to the other party. Upon receipt of
such notice, perf01mance of the services hereunder will be immediately discontinued .
C. In the event that this Contract is terminated, CORPORATON may be required to return
funds to the CITY.
D. Upon te1mination 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 cmTied 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 othe1wise 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
pm1icular 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 effectiv e 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 perf01mance and any
liabilities attaching to the assignees' actions or omissions .
P age 8 of2 1
FY 20 16-1 7 Be low Market-R ate (BMR) Affordable Ho usi ng Fund (A HF) C ity/No n-P ro fit Contrac t
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CORPORATION agrees to maintain client records consistent with applicable laws regarding
personal privacy and obligations of confidentiality.
XIII. HOLD HARMLESS
In addition to the indemnity obligations set forth in Exhibit E, "Insurance and Bond
Requirements," CORPORATION will indemnify and hold harmless the CITY, its employees,
agents, and officials, members of boards and commissions, from any and all claims, actions,
suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees
and court costs, arising out of the failure of the CORPORATION's Program to comply with
applicable laws, ordinances, codes, regulations and decrees, including without limitation those
set forth in Exhibit E, "Certifications."
XIV. WAIVER OF RIGHTS AND REMEDIES
In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any
breach of the covenants or conditions of this Contract or any default which may then exist on the
part of CORPORATION, and the making of any such payment while any such breach or default
will in no way impair or prejudice any right or remedy available to CITY with respect touch
breach or default. In no event will payment to CORPORATION by CITY in any way constitute
a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to
CORPORATION on any item, which is not eligible for payment under the PROGRAM or this
Contract.
XV. NON-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-disc1imination provision must be included in CORPORATION's contracts with sub-
contractors and vendors when utilizing the grant funds disbursed for this program.
Page 9 of21
FY 2016-17 Be low Market-Rate (BMR) Affordable Housing Fund (A H F) C ity/Non -Profit Conh-act
XVI. AMENDMENTS
Other than the amendment related to a second year renewal option as stated in Section III. abo v e,
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 pai1ies 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 f011h fully herein. Exhibits are as follows: Exhibit "A"
(PROGRAM Description), Exhibit "B" (PROGRAM Work Plan), Exhibit "C" (Proposed
Implementation Time Schedule), Exhibit "D " (Program Budget), and Exhibit "E" (Insurance and
Bond Requirements).
C. Conflict of Interest. In accordance with Government Code Section 1090 and the Political
Reform Act, Government Code Section 87100 et seq ., except for approved eligible
adminish·ativ e 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
pa11icipate 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 mate1ial 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, Go vernment Code Section 87100 et~., its implementing regulations
manual and codes , and Go vernment Code Section 1090 .
Page 10 of 2 1
FY 20 16-17 Be low Market-Rate (BMR) Afforda bl e Housing Fun d (AHF) C ity/Non-Profit Contract
D. Interpretation. Each party to this Contract has had an opportunity to review the Contract,
confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the
Contract. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret
any uncertainty in the meaning of the Contract.
E. Third-Party Beneficiary. There shall be no third paity 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 2016-17 Below Market-Rate (BMR) Affordable Housing Fund (AHF) C ity/No n-Profit Contract
IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written . The parties
signing below hereby warrant that they are duly authorized to execute this Contract.
AGENCY:
By:
(print name)
Insert Name Here
Executive Director
Date
APPROVED AS TO FORM AND
LEGALITY:
Randolph Stevenson Hom
City Attorney
Date
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER
Insert Here
PO#:
Original Contract (1st Yr.):
Contract Amendment (2°0 Yr.):
Total:
CITY OF CUPERTINO, a municipal
corporation:
By:
David Brandt
City Manager
ATTEST:
Grace Schmidt
City Clerk
AMOUNT
$
$
$
Page 12 of21
(print name)
Date
Date
FY 201 6 -17 Be low Mark et-Rate (BMR) Affo rdabl e Hous in g Fund (A HF) C ity/Non-Pro fit Contract
Agency Name:
Executive Director:
Street Address:
Telephone number:
Name of Project/Program:
Project/Program Location:
Project Description:
EXHIBIT A
PROGRAM DESCRIPTION
Project Manager :
City:
Fax Number:
Page 13 of21
FY 2016-17 Belo w Market-Rate (BMR) A ffordabl e Hous ing Fund (AHF) C ity/Non-Profit C ontrac t
Grant# (For Office Use Only)
State : I Zip Code:
Project Manager E-mail Address :
AGENCY NAME :
PROGRAM NAME:
Objectives
EXHIBIT B
PROGRAM WORK PLAN
FY 2016/17
Benchmarks for Each Quarter
l st 2nd 3 rd 4th
Page 14 of2 1
FY 2016-17 Below Market-Rate (BMR) Affordab le Ho using Fund (AHF) C ity/Non-Pro fi t Contrac t
TOTAL
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2016/17
AGENCY NAME:
PROGRM NAME:
Activity Number & Description:
Activity# Jul Aue: Sep Oct Nov Dec Jan Feb Mar Apr May Jun Total
Page 15 of21
FY 2016-17 Below Market-R ate (BMR) Affordab le Housing Fund (AHF) City/Non-Profit Contract
Agency Name :
Project Name:
If otal Expenses
EXHIBITD
PROGRAM BUDGET
FY 2016/17
Proposed Pro.iect E xpenses
Page 16 of2 1
FY 20 16-17 Below Market-Rate (BMR) Affo rdable Hous ing Fund (AHF) C ity/No n-Profit Contract
FY 2016/17
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
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 incun-ed with respect to any litigation in which
the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract.
Insurance
Without limiting the Contractor's indemnification of the City, the Contractor shall provide and
maintain at its own expense, during the term of this Contract, or as may be further required
herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a
form approved by the City's Insurance Manager an original plus one copy of a Ce1tificate 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 fo1m shall accompany the
certificate. Individual endorsements executed by the insurance can-ier may be substituted for the
City's Special Endorsement fmm 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 Depaitment 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 Ton-e Avenue, Cupertino, CA 95014.
Page 17 of21
FY 2016-17 Below Market-Rate (BM R) Affordable Hou sing Fund (AHF) C ity/No n-Profit Contract
C. Qualifying Insurers
All policies shall be issued by companies which hold a cmTent 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 mJury (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 occun-ence/ aggregate to be maintained for two (2) years following acceptance
of the work by the City.
c. Contractual Liability expressly including liability assumed under this Contract.
d. Personal Injury liability.
e. Independent Contractors' (Protective) liability.
f. Severability of Interest clause providing that the coverage applies separately to
each insured except with respect to the limits of liability.
Page 18 of21
FY 2016-1 7 Be low Ma rk et-Rate (BMR) Afford a ble Ho usin g Fund (AH F) C ity /Non-Profit Con trac t
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 Cupe1tino, its
officers, agents , and employees shall be excess only and not contributing with
insurance provided under this policy.
c . Notice of Cancellation or Change of Coverage Endorsement:
This policy may not be cancelled nor the coverage reduced by the Company
without 30 days prior written notice of such cancellation or reduction in coverage
to the City of Cupertino at the address shown on the Certificate of Insurance.
d. Contractual Liability Endorsement:
This policy shall apply to liability assumed by the insured under written contract
with the City of Cupertino .
e. Personal Injury Endorsement:
The provisions of this policy shall provide Personal Injury coverage .
f. Severability of Interest Endorsement:
The insurance afforded by this policy shall apply separately to each insured that is
seeking coverage or against whom a claim is made or a suit is brought, except
with respect to the Company's limit of liability.
5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and
property damage which provides total limits of not less than one million dollars
($1 ,000,000) combined single limit per occurrence applicable to all owned, non-owned
and hired vehicles.
6. Worker's Compensation and Employer's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad fo1m all-
states endorsement.
Page 19 of21
FY 20 16-17 Be low Market-Rate (BMR) Afforda ble Ho usin g Fund (AH F) C ity/Non-Pro fit Contract
b. Employer's Liability coverage for not less than one million dollars ($1,000,000)
per occmTence 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 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 terrnination of this Contract, at the
option of the City.
9. Special Provisions
The following provisions shall apply to this Contract:
a. Tpe foregoing requirements as to the types and limits of insurance coverage to be
maintained by the Contractor and any approval of said insurance by the City or its
insurance consultant(s) are not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Contractor
pursuant to this Contract, including but not limited to the provisions concerning
indemnification.
b. The City acknowledges that some insurance requirements contained in this
Contract may be fulfilled by self-insurance on the part of the Contractor.
Page 20 of21
FY 20 16-17 Be low Market-R ate (BMR) Affordable Hou s in g Fund (AH F) C ity/No n-Profi t Contrac t
However, this shall not in any way limit liabilities assumed by the Contractor
under this Contract. The City shall approve any self-insurance in w1iting .
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.
P age 21 of21
FY 20 16 -1 7 Below Ma rke t-Ra te (BMR) Affo rd a bl e Ho us in g Fund (AHF) C ity/Non-Profi t Contract
COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
CITY/NON-PROFIT PUBLIC SERVICE CONTRACT
THIS Community Development Block Grant Program City/Non-Profit Contract (the
"Contract") is entered into pursuant to the Catalog of Federal Domestic Assistance (CFDA)
14.218 by and between the CITY OF CUPERTINO, a political subdivision of the State of
California (hereinafter "CITY"), and
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
Community Development Block Grant (hereinafter "CDBG") funds to CORPORATION on
WITNESS ETH
WHEREAS, CITY has applied for and received CDBG Entitlement Program funds
(hereinafter "PROGRAM") from the United States Department of Housing and Urban
Development (hereinafter "HUD") as an entitlement jurisdiction pursuant to the provisions of
Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383 as
amended; and,
WHEREAS, CITY has agreed to the use by CORPORATION, as a subrecipient for
eligible public service activities, of a p01tion of CITY'S CDBG entitlement for the Program as
described below to be operated within CITY and will benefit low and very low-income
households or meet another National Objective of the CDBG Program;
NOW, THEREFORE, the parties agree as follows;
I. PROGRAM
CITY agrees to allocate a portion of its cuffent CDBG entitlement, and/or program
income as defined in 24 CFR 570 Subpa11 J, "Grant Administration," to CORPORATION as a
subrecipient, being the sum of ______________________ _
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 fo11h, as follows: Exhibit "A"
(Program Description), Exhibit "B" (Program Work Plan), Exhibit "C" (Proposed
Implementation Time Schedule), Exhibit "D" (Program Budget), Exhibit "E" (Insurance and
Bond Requirements), Exhibit "F" (Assurances) ..
II. TERM
A. The purpose of this Contract is for the CITY to disburse CDBG funds for eligible
activities. Unless amended prior to its expiration, the term of this Contract for disbursement
Page 1 of 36
FY 2016-17 Community Development Block Grant (C DBG) Program City/Non-Profit Public Service Contract
purposes will begin on and will end on unless te1minated
earlier pursuant to Section VI or Section VII of this Contract.
B. The te1m of the expenditure by CORPORATION of the allocation provided for herein
will begin on and te1minate on the earliest of the following dates as set
forth herein: , or later date per amendment to this Contract; or upon the
termination date established pursuant to Section VI or Section VII 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 CDBG
funds authorized by HUD for the fiscal year subsequent to the initial term of this Contract,
contingent on the following requirements and process:
A. Receipt of written authorization by CITY from the U.S. Department of Housing and
Community Development (HUD) to expend funds for the purposes ofthis Contract;
B. CITY'S appropriation of funds for this Program ;
C . CORPORATION'S satisfactory performance, as determined by the CITY, of all its
obligations as stated in this Contract;
D. Submission to CITY of Proof of Insurance.
IV. OBLIGATIONS OF CORPORATION
A. Organization of CORPORATION. CORPORATION will:
1. Provide CITY with copies of the following documents, evidencing filing with
the appropriate governmental agency:
a) Its Articles of Incorporation under the laws of the State of California;
b) A copy of the current Bylaws of CORPORATION;
c) Documentation of its Internal Revenue Service non-profit status ;
d) Names and addresses of the current Board of Directors of
CORPORATION; and,
e) An adopted copy of CORPORATION'S personnel policies and
procedures.
2. During the Contract te1m, immediately report any changes, subsequent to the
date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of
Directors, personnel policies and procedures, or tax exempt status to DIRECTOR.
Page 2 of36
FY 2016-17 Conunun ity Deve lo pm en t Block Gran t (CDBG) Program C ity/No n-P rofi t Public Service Co ntract
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, ifrequired by
California 's open meeting laws , except meetings , or portions thereof, dealing with
personnel or litigation matters or as othe1wise 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 ohhis Contract. The CORPORATION hereby waiTants to the CITY that this
Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in
accordance with its te1ms, and that the execution and delivery of this Contract and the
perfo1mance 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 rep011s 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 repo11ing period and must
cover the three months immediately preceding the date on which the repo11 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 o{ 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 through the Housing and Community Development Act of 1974, as amended."
6. CORPORATION agrees it will carry out the principles as provided in
Presidents Executive Order 11246 of September 24, 1965 .
P age 3 of36
FY 201 6 -1 7 Communi ty Development Block Grant (CDBG) Program C ity/No n-P ro fit Public Service Contract
7. CORPORATION will comply with Section 281 of the National Affordable
Housing Act.
8. "Section 3" Clauses.
a. Compliance. Compliance with the provisions of Section 3, the
regulations set forth in 24 CPR 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 program 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 program area and agreements for
work in connection with the program be awarded to business concerns which are located
in, or owned in substantial part by persons residing in, the areas of the program.
The patties to this contract agree to comply with HUD'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. Paii 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.
Page 4 of36
FY 20 16-17 Communi ty Deve lopment B lock Gra nt (CDBG) Program C ity/Non-Profit Public Serv ice Contract
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.
The contractor will certify that any vacant employment positions , including training
positions, that are filled (1) 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 debmment 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
ex ists 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 f011h 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 B.8 .a of this Agreement, 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
ofregulations 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.
Page 5 of3 6
FY 20 16-1 7 Communi ty Develo pment Block Gra nt (C DBG) Program C ity/No n-Profi t Public Serv ice Co ntract
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.
3. Comply with the requirements and standards of Title 24 Code of Federal
Regulations, Pait 570 of the Housing and Urban Development regulations concerning
CDBG and all federal regulations and policies issued pursuant to these regulations and
OMB Circular No . A-122 "Cost Principles for Non-Profit Organizations, the applicable
policies , guidelines and requirements of OMB Circulars A-87 and A-102, and with the
following Attachments to OMB Circular A-110:"
a) Attachment A, "Cash Depositories ," except for paragraph 4 concerning
deposit insurance;
b) Attachment B, "Bonding and Insurance;"
c) Attachment C, "Retention and Custodial Requirements for Records", except
that in lieu of the provisions in paragraph 4 , the retention period for records
pertaining to individual CDBG activities starts from the date of submission of the
annual performance and evaluation report, as prescribed in 570.507, in which the
specific activity is reported on for the final time;
d) Attachment F, "Standards for Financial Management Systems ;"
e) Attachment H , "Monitoring and Repo1ting Program Performance,"
paragraph 2 ;
f) Attachment N , "Prope1ty Management Standards ," except for
paragraph 3 concerning the standards for real prope1ty, and except that paragraphs
6 and 7 are modified so that:
i) In all cases in which personal property is sold, the proceeds shall be
program income , and
ii) Personal prope1ty not needed by the CORPORATION for CDBG
activities will be transferred to the recipient for the CDBG PROGRAM or
will be retained after compensating the recipient ; and
g) Attachment 0 , "Procurement Standards ."
Page 6 of36
FY 20 16-17 Comm unity Deve lo pm ent Block Grant (COBO) Program C ity/No n-Pro fi t Public Service Contract
3. Comply with the audit requirements of OMB Circular A-133 which require
compliance with the Single Audit Act for any non-profit agency expending $500,000 or
more of federal funds for the fiscal year.
4 . Document all PROGRAM 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 incun-ed
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 cun-ent and continuous insurance coverage, subject to CITY approval
and in accordance with requirements as outlined in Exhibit E, "Insurance and Bond
Requirements ."
7. Items 1) through 6) 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.
8. If CORPORATION does not use 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 OMB Circular A-122, "Cost Principles for Non-
Profit Organizations ."
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 fo1th in 24 CFR 570.506 and 570.502(b), 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 pe1tinent records sufficient to reflect
properly (a) all direct and indirect costs of whatever nature claimed to have been incun-ed
or anticipated to be incun-ed to perform this Contract or to operate the PROGRAM; (b)
each activity unde1taken under the PROGRAM meets one of the national objectives of
the CDBG program set forth in 24 CFR 570 .208; (c) compliance with fair housing and
equal opportunity requirements ; ( d) compliance with Subpart K of 24 CFR 570 and 24
CFR 508 ; and (e) all other matters covered by this Contract.
2 . Maintain client data demonstrating client eligibility for services provided for
the Program. Such data w ill include, but not be limited to , client name, address , income
P age 7 of36
FY 20 16-17 Co mmunity Deve lop men t Bloc k Gra nt (C DBG) Progra m C ity/No n-Profit P ubli c Serv ice Co ntrac t
lev el or other basis for determining eligibility, and desc1iption of service provided. Such
info1mation 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
3. If this Contract is completely or paitially terminated, the records relating to the
work terminated will be preserved and made available for a period of five years from the
date of termination.
F . Examination of Records and Facilities. At any time during normal business hours, and as
often as maybe deemed necessary, CORPORATION agrees that HUD and the CITY, and/or any
duly authorized representatives may until expiration of (a) five years after final payment under
this Contract, (b) five years from the date of termination of this Contract, or (c) such longer
period as may be desc1ibed by applicable law, have access to and the right to examine its plants,
offices and facilities used in the performance ohhis Contract or the operation of the PROGRAM,
and all its records with respect to the PROGRAM and all matters covered by this Contract.
CORPORATION also agrees that CITY or any duly authorized representatives will have the
right to audit, examine, and make excerpts or transactions of and from, such records and to make
audits of all contracts and subcontracts, invoices , payrolls, records of personnel, conditions of
employment, materials and all other data relating to the PROGRAM and matters covered by this
Contract. CORPORATION will be notified in advance that an audit will be conducted.
CORPORATION will be required to respond to any audit findings, and have the responses
included in the final audit repo1t. 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 rnles and regulations, executive orders , and
statutes identified in Exhibit F ("Assurances"). Specifically, CORPORATION must comply with
the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non-Profit
Organizations", and the attachments to OMB Circular No. A-110 as described in section
III. OBLIGATIONS OF CORPORATION, C. Fiscal Responsibilities of CORPORATION.
H . Suspension and Termination. In accordance with 24 CFR 85.43, 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 in accordance with
24 CFR 85.44.
I. Reversion of Assets . Upon expiration or te1mination of this Contract, or in the event
HUD cancels the PROGRAM for any reason, the CORPORATION will transfer to the CITY any
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
Page 8 o f 36
FY 20 16 -1 7 Communi ty Development Block Gra nt (CDBG) Program C ity/Non-P ro fit Publi c Serv ice Contract
improved in whole or in pait 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 years after expiration of this Contract, or for such longer period oftime 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 of non-CD BG funds for acquisition
of, or improvement to, the property (reimbursement is not required after the period of
time specified in I. 1. above).
J . CORPORATION ce11ifies, to the best of CORPORA TION's knowledge or belief, that:
1. 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
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. Except for approved eligible administrative or personnel costs, no person described below
may, during or after their tenure, obtain a personal or financial interest or benefit from the
activities funded pursuant to this Contract, or have any interest in any contract, subcontract or
agreement with respect to such activities, or the proceeds under the contract, either for
themselves or those with whom they have family or business ties. CORPORATION shall
exercise due diligence to ensure that the prohibition in this Section IV.K is followed.
The conflict of interest provision of Section IV.K applies to (i) any person who is an employee,
agent, consultant, or officer of the City who exercises or has exercised any functions or
responsibilities with respect to the activities funded pursuant to this Grant or who is in a position
Page 9 of36
FY 2016-17 Community Development Block Gran t (CDBG) Program City/Non-Profit Public Service Contract
to participate in a decision-making process or to gain inside info1mation with regard to such
activities , may obtain a personal or financial interest or benefit from the activity, or have an
interest in any , (ii) any immediate family member of such person, (iii) any elected or appointed
official of the City, and (iv) any person related within the third (3rd) degree of such person.
In accordance with Government Code Section 1090 and the Political Reform Act, Government
Code section 87100 et seq., no person who is a director, officer, partner, trustee or employee or
consultant of CORPORATION, or immediate family member of any of the preceding, may 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 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.
CORPORATION shall comply with the conflict of interest provisions set forth in 24 C.F.R.
Section 570.611.
V. OBLIGATIONS OF CITY
A. Method of Payment. During the te1m of this Contract, CITY shall disburse CDBG funds
to CORPORATION on a reimbursement basis unless othe1wise provided herein for all allowable
costs and expenses incmTed in connection with the PROGRAM, not to exceed the total sum of
------------------------· 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 HUD at any time, or based on the suspension or te1mination
of the grant to CITY made pursuant to the Housing and Community Development Act of 197 4 ,
as amended .
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
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.
Pa ge 10 of 36
FY 20 16-17 Co mmuni ty Deve lo pm ent Block Grant (C DBG) Progra m C ity/Non-P rofi t Public Serv ice Contrac t
C. NOTICES. All notices or other con-espondence required or contemplated by this
Contract shall be sent to the parties at the following addresses:
CITY:
CORPORATION:
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 paity 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 coITective action to enforce compliance with such
provision as well as the right to suspend or terminate this Contract. f:xamples 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.
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 caITying out of the PROGRAM.
3. If CORPORATION has taken any action pe1taining 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.
Pa ge 11 of3 6
FY 20 16-1 7 Co nununi ty Deve lo pm ent Block Grant (C DBG) Program C ity/No n-Pro fit Publ ic Serv ice Contra ct
5. If CORPORATION makes illegal use of CITY funds.
6. If CORPORATION submits to CITY any rep01t which is inc01Tect or incomplete in
any material respect.
7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Program Work
Plan").
C. ColTective Action Procedure. CITY, in its absolute discretion and in lieu of immediately
te1minating this Contract upon occulTence or discovery of noncompliance by CORPORATION
pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S
intention to consider c01Tective 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 colTective 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 colTective action.
In the event that CORPORATION does not implement the colTective action recommendations in
accordance with the coITective action timetable, CITY may suspend payments hereunder or
te1minate this Contract as set forth in Section VII below.
VIII. TERMINATION
A. Termination for Cause. CITY may terminate this Contract by providing written notice to
CORPORATION, for any of the following reasons: unc01Tected Contract non-compliance as
defined in Section VI, 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 te1minate for cause set
fo1th 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 patty. Upon receipt of such
notice, perfo1mance of the services hereunder will be immediately discontinued .
C. In the event that this Contract is terminated, CORPORATON 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, colTespondence and all other data
pe1taining to the CDBG entitlement fund granted to CORPORATION pursuant to this Contract.
Page 12 of36
FY 20 16-17 Communi ty Development B lock Gra nt (CDBG) Program Ci ty/Non-Pro fit Public Service Contrac t
IX. PURCHASING REAL OR PERSONAL PROPERTY
CORPORATION and CITY will comply with all applicable Federal Regulations as detailed by
24 CFR Pait 570, Subpart J, i.e. 570.500 (Definitions), 570.503 (Agreements with
Subrecipients), 570.504 (Program 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:
1) Equipment 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) (1).
4) Supplies as defined in detail in 24 CFR, Part 85.33.
5) Procurement, Use and Disposition of Real Prope1ty as defined in detail by 24
CFR, Part 570.503 (Agreements with Subrecipients), 570.505 (Use of Real Prope1ty), 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 (Exhibit H), Promissory Note, Deed of Trust and such other Contracts
restricting the use of said real property for purposes consistent with this Contract, HUD and
CDBG requirements.
C. Grants. If a grant is provided for the acquisition of real prope1ty, CORPORATION will
continually operate its Program for a minimum period of six (6) years from the effective date of
this Contract. This obligation will survive the te1m 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 Program versus the actual duration of operation
and; the appreciated value.
D. Relocation, Acquisition, and Displacement. CORPORATION agrees to comply with 24
CFR 570.606 relating to the acquisition and disposition of all real prope11y utilizing CDBG
funds, and to the displacement of persons, businesses, and non-profit organizations as a direct
Page 13 of 36
FY 2016-17 Community Development Block Grant (CDBG) Program C ity/Non -Profit Public Service Contract
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.
X. PROGRAMINCOME
Income generated by the Program, 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.
XI. 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.
XII. ASSIGNABILITY
A. 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 p1ior 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 .
B . This Contract may not be assumed nor assigned to another CORPORATION , person,
pai1nership or any other entity without the prior written approval of CITY.
Page l 4of 36
FY 2016-17 Comm uni ty Develo pment Block Grant (CDBG) Program C ity/Non-P rofit Publi c Service Contract
XIII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CORPORATION agrees to maintain client records consistent with applicable laws regarding
personal privacy and obligations of confidentiality.
XIV. HOLD HARMLESS
In addition to the indemnity obligations set forth in Exhibit E , "Insurance and Bond
Requirements," CORPORATION will indemnify and hold harmless the CITY, its employees,
agents, and officials, members of boards and commissions, from any and all claims , actions ,
suits, charges and judgments whatsoever, with respect to any damages , including attorney 's fees
and court costs, arising out of the failure of the CORPORATION's Program to comply with
applicable laws , ordinances, codes, regulations and decrees, including without limitation those
set forth in Exhibit E , "Certifications."
XV. 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 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.
XVI. 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 CORPORATION 's contracts with sub-
contractors and vendors when utilizing the CDBG fund s d isbursed for this Program.
P age 15 of36
FY 20 16-17 C om mun ity Deve lopment Block Gra nt (C DBG) P rogra m C ity/No n-Profi t Publ ic Serv ice Contract
XVII. AMENDMENTS
Other than the amendment related to a second year renewal option as stated in Atticle III. above,
amendments to the terms or conditions of this Contract must be requested in writing by a duly
authorized representative of the party desiring such amendments, and any such amendment shall
be effective only upon the mutual agreement in writing of the parties hereto .
XVIII. 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.
XIX.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), Exhibit "E" (Insurance
Requirements), Exhibit "F" (Assurances).
C. Conflict of Interest. In accordance with Government Code Section 1090 and the Political
Reform Act, Government Code Section 87100 et seq., except for approved eligible
administrative or personnel costs, no person who is an employee, agent, consultant, officer, or
any immediate family member of such person, or 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 Refo1m Act, Government Code Section 87100 et §.S'.9.., its implementing regulations
manual and codes , and Government Code Section 1090 .
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FY 20 16-17 Comm uni ty Deve lop me nt Block Grant (CDBG) Progra m C ity/Non-Profit Public Serv ice Contrac t
D. Intemretation. Each patty to this Contract has had an oppo1tunity to review the Contract,
confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the
Contract. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret
any uncertainty in the meaning of the Contract.
E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract.
F. Choice of Law and Venue. This Contract shall be governed by and construed in
accordance with California law . Venue shall be Santa Clara County.
G. Severability. If any term of this Contract is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions shall continue in full force and
effect unless the rights and obligations of the paities have been materially altered or abridged by
such invalidation, voiding or unenforceability.
IN WITNESS WHEREOF, the parties have ex ecuted this Contract the day and year above
written. The patties signing below hereby warrant that they are duly authorized to execute this
Contract.
AGENCY:
By:
(Print name)
Insert Name Here
Executive Director
Date
APPROVED AS TO FORM AND
LEGALITY:
Randolph Stevenson Hom
City Attorney
Date
CITY OF CUPERTINO, a municipal
corporation
(Print name)
David Brandt
City Manager
ATTEST:
Grace Schmidt
City Clerk
Page 17 of 36
Date
Date
FY 20 16 -1 7 Co mm uni ty Deve lopment Block Gra nt (CDBG) Progra m C ity/Non-P rofi t P ublic Serv ice Contract
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER
Insert Here
PO#:
Original Contract (1 st Yr.):
Contract Amendment (2°ct Yr.):
Total:
AMOUNT
$
$
$
EXHIBIT A
PROGRAM DESCRIPTION
Page 18 of36
FY 20 16-17 Community Deve lopment Block Gra nt (C D BG) Program C ity/Non-P rofit Public Serv ice Contrac t
Agency Name:
Executive Director:
Street Address:
Telephone number:
Name of Project/Program:
ProjectiPrograrn Location:
Project Description:
Project Manager:
City:
Fax Number:
EXHIBITB
PROGRAM WORK PLAN
Page 19 of36
DUNS#:
Project# (For Office Use Only)
State: I Zip Code:
Project Manager E-mail Address:
FY 2016-17 Co mmunity Development Block Grant (CDBG) Program C ity/No n-Profit Public Service Contract
FY 2016/17
AGENCY NAME:
PROJECT NAME
HUD National Objective
Limited Clientele (LMC)
Benchmarks for Each Quarter
Objectives
l st 2nd 3 rd 4th TOTAL
EXHIBIT C
PROPOSED IMPLEMENTATION TIMELINE SCHEDULE
FY 2016/17
Page 20 of36
FY 20 16-17 Communi ty Deve lopment Block Gra nt (C DB G) Program City/Non-Profit Public Serv ice Contract
AGENCY NAME:
PROJECT NAME:
Activity Number & Descnpt10n:
Activity# Jul Aul! Sep
Agency Name:
Oct Nov Dec Jan Feb
EXHIBITD
PROGRAM BUDGET
FY 2016/17
Page 21 of36
Mar
FY 2016-17 Community Development Block Grant (CDBG) Program City/Non-P rofit Public Service Contract
Apr May Jun Total
Project Name:
Proposed Proi ect Expenses FY 2016/17
EXHIBIT E
BASIC INSURANCE AND BOND REQUIREMENTS FOR
NON-PROFIT CONTRACTS
Definition of Contractor: The "Contractor" as the word is used herein is the patty contracting
with the City of Cupe1tino for the direct distribution of CDBG funds . If your organization w ill
be contracting for constrnction work (such as general contractors building rental apartments) to
Page 22 of 36
FY 20 16 -1 7 Communi ty Develo pm ent B loc k Grant (C DBG) Progra m C ity /Non-Pro fi t Public Serv ice Co ntrac t
undertake a Program (as defined in this Non-Profit/City Contract) then the requirements set forth
herein shall be complied with by the party contracted with for constrnction work protecting both
the non-profit and the City.
Indemnity
The Contractor shall indemnify, defend, and hold harmless the City of Cupe1tino (hereinafter
"City"), its officers , agents and employees from any loss, liability, claim, injury or damage mising
out of, or in connection with performance of this Contract by Contractor and/or its agents ,
employees or subcontractors, excepting only loss , injury or damage caused solely by the acts or
omissions of personnel employed by the City. It is the intent of the parties to this Contract to
provide the broadest possible coverage for the City. The Contractor shall reimburse the City for
all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which
the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract.
Insurance
Without limiting the Contractor's indemnification of the City, the Contractor shall provide and
maintain at its own expense, during the term of this Contract, or as may be further required
herein, the following insurance coverages and provisions :
A. Evidence of Coverage
Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a
form approved by the City's Insurance Manager an original plus one copy of a Ce1tificate 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 C ity'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.
B . Notice of Cancellation of Reduction of Coverage
All policies shall contain a special prov ision for thi1ty (30) days p1ior written notice of any
cancellation or reduction in coverage to be sent to the Community Development Depmtment,
10300 Torre Avenue, Cupertino, CA 95014.
C. Qualifying Insurers
Page 23 of 36
FY 201 6-1 7 Comm unity Deve lo pme nt Block Gra nt (CDBG) Pro gram C ity/No n-P ro fit Publi c Serv ice Contract
All policies shall be issued by companies which hold a cunent policy holder's alphabetic and
financial size category rating of not less than A VIII, according to the cunent 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 occunence.
OR
2. Commercial General Liability Insurance -for bodily injury (including death) and property
damage which provides limits as follows:
a. General limit per occunence -$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 f01m, the canier
shall provide the City Insurance Manager with a quaiterly 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 occunence/ 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:
Page 24 of 36
FY 20 16-17 Co mmunity Developm ent Block Grant (CDBG) Pro gram C ity/Non-Profi t Public Serv ice Co ntract
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 occmTence applicable to all owned, non-owned
and hired vehicles.
6. Worker's Compensation and Employer's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad form all-
states endorsement.
Page 25 of36
FY 201 6 -1 7 Community Deve lopm ent Bl ock Grant (C DBG) Progra m C ity/Non-Pro fit Publi c Service Contract
b. Employer's Liability coverage for not less than one million dollars ($1,000,000)
per occurrence for all employees engaged in services or operations under this
Contract.
c. Inclusion of the City and its governing board(s), officers, representatives, agents ,
and employees as additional insureds, or a waiver of subrogation.
7. Professional ElTors 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 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 fu1ther 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.
Page 26 of36
FY 20 16-17 Community Deve lo pm ent B lock Grant (C DB G) Progra m C ity/Non-P ro fit Public Se rvi ce Con tract
b. The City acknowledges that some insurance requirements contained in this
Contract may be fulfilled by self-insurance on the part of the Contractor.
However, this shall not in any way limit liabilities assumed by the Contractor
under this Contract. The City shall approve any self-insurance in writing.
c. The City reserves the right to withhold payments to the Contractor in the event of
material noncompliance with the insurance requirements outlined above .
d. If the Contractor fails to maintain such insurance as is called for herein, the City
must order the Contractor to immediately suspend work at Contractor's expense
until a new policy of insurance is in effect.
Page 27 of36
FY 2016-17 Community Development Block Grant (CDBG) Program C ity/Non-Profit Public Service Co ntract
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 Program (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 patties 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 fmther
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
Ce1tificate 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 canier
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 Dev elopment Department as
stated above, and the Contractor at the following address :
Pa ge 28 of36
FY 201 6-17 Communi ty Deve lopme nt B lock Grant (CDBG) Progra m C ity/Non-Profi t Public Serv ice Contract
C . Qualifying Insurers
I . All policies shall be issued by companies which hold a current policy holder's alphabetic
and financial size catego1y 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 prov1s1ons 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 cmTent 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.
D . Insurance Required
'Cali fo rn ia Code of Civil Procedure Sec ti on 995.660 in s umma ry , sta tes th at an adm itted surety must prov id e: 1) the ori gin al, or a ce rtified copy
of in strument a uth ori zing th e perso n who exec uted th e bon d to do so; 2) a certifie d copy of the Certificate of Auth ori ty iss ued by th e Ins uran ce
Commi ss ioner; 3) a cert ifi ca te fro m City Clerk of Cupertin o City th at Certifi cate of Authority has not bee n surren dered , revoked, canceled ,
annu ll ed or sus pend ed; 4) a fin anc ia l state ment showin g th e assets a nd liabiliti es of th e in surer at the end of the quarter ca lenda r year, pri or to 30
days nex t precedin g th e date of the exec ution of th e bond .
Page 29 of36
FY 201 6-1 7 Conunun ity Deve lopment Block Gra nt (C DBG) Program C ity/Non-Profi t P ub li c Se rvi ce Contract
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 occmrence -$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:
Insurance afforded by this policy shall also apply to the City of Cupe11ino and
Contractor as additional insureds.
b. Primaiy Insurance Endorsement:
Insurance afforded by the additional insured endorsement shall apply as primaiy
insurance, and other insurance maintained by the City of Cupe1tino and the
Page 30 of3 6
FY 20 16 -1 7 Commu n ity Develo pme nt Bloc k Gra nt (C DBG) Progra m City/N on -Pro fit Publi c Serv ice Co n trac t
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 10 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 to all owned, non-owned
and hired vehicles .
6. Worker's Compensation and Employer's Liability Insurance for:
a. Statutory California Workers' Compensation coverage including a broad form all-
states endorsement.
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.
c . City and non-profit shall be named as additional insured as its interests may
appear at the time of loss .
P age 31 of 36
FY 20 16 -1 7 Co mmuni ty Deve lopment Bloc k Gra nt (C DBG) Program C ity/Non-Pro fit Publi c Serv ice Contract
d. Coverage shall be in an amount no less than the full replacement value of the
prope1iy at the time of loss.
e . The deductible shall not exceed $1 ,000 per occurrence unless othe1wise approved
by the City and shall be borne by the Contractor.
f. If the constrnction contractor fails to maintain such insurance as is called for
herein, the City shall have cause to te1minate this Contract in accordance with
Section V, 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 fo1ms, 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 (100%) 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 "perfo1mance bond" shall be in an amount of one hundred percent (100%) 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 fo1thwith
substitute a new surety or sureties satisfacto1y to the City. No fu1ther 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:
Pa ge 32 of36
FY 20 16-17 Communi ty Deve lo pm ent Bl oc k Grant (C DBG) Progra m C ity/Non-P ro fit Publi c Serv ice Contract
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 tight 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.
EXHBIT F
ASSURANCES
Page 33 of 36
FY 20 16-17 Co mmuni ty Deve lopment Block Grant (CDBG) Program C ity/Non-Profit P ubli c Service Co ntrac t
CORPORATION hereby assures and ce1tifies that it will comply with all regulations, policies,
guidelines and requirements applicable to the acceptance and use of Federal funds for this
Federally-assisted program and will be responsible for implementing and complying with all
relevant future changes to Federal Regulations or OMB Circulars. Specifically CORPORATION
gives assurances and certifies with respect to the PROGRAM that it is in compliance with the
following Regulations as defined by 24 CFR, Part 570, Subpait J; 24 CFR, Part 570, Subpait K;
and will be conducted and administered in conformity with "Public Law 88.352 and Public Law
90-284.
1. 570.601. Public Law 88-352 and Public Law 90-284; affirmatively furthering fair
housing; Executive Order 11063, as amended by Executive Order 12259 addresses
discrimination. HUD regulations implementing Executive Order 11063 are contained in
24 CFR, Part 107; 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 109 of Title I of the
Housing and Community Development Act of 1974 as amended; Section 504 of the
Rehabilitation Act of 1973; the Age Discrimination Act of 1975; 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.
2. 570.602. Section 109 of the Act addresses discrimination.
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 Oppmtunities.
8. 570.608. Lead-Based Paint.
9. 570.609. Use of DebaITed, Suspended, or Ineligible Contractors or Subrecipients.
10. 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 Pait 85 (Common Rule), and OMB 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 Institutions), as
applicable, as they relate to the acceptance and use of Federal funds under this part. The
applicable sections of24 CFR, Pait 85 and OMB Circular A-100 are set forth at 570 .502 .
Page 34 of36
FY 2016-17 Communi ty Development Block Grant (CDBG) Program City/Non-Profit Public Service Contract
11. 570.611. Conflict of Interest.
12. 570.612. Executive Order 12372 allows 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 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~.), the requirements of
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations
issued pursuant thereto.
15. Drug Free Work Place. The requirements of the Drug Free Workplace Act of 1988
(P.L. 100-690) and implementing regulations at 24 C.F.R. Part 24.
16. Religious Organizations. 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).
17. 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 201 ( 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
mandato1y purchase of flood insurance requirements of Section 102( 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 1968, as amended, 42 U.S.C. 4001 et seq.
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
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.
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FY 2016-17 C ommunity Development Block Grant (C DBG) Program C ity/N on-Profit Public Service Contract
18 . 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 .
19. HUD Regulations. Any other HUD regulations present or as may be amended, added, or
waived in the future pertaining to the Grant funds, including but not limited to HUD
regulations as may be promulgated regarding subrecipients.
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FY 20 16-17 Communi ty Development B lock Gra nt (CDBG) Program City/Non-Profit Public Service Contract