90-005 Cupertino Community Services; Resolution #8033, 8586, 8347, 8290 AGREEMENT
This Agreement is made and entered into this 30 day of July, 1999 by and between the CITY of
Cupertino, a municipal corporation ("CITY") and Cupertino Community Services, a nonprofit corporation
("CORPORATION").
WITNESSETH
WHEREAS,CITY has received Community Development Block Grant (hereinafter"CDBG")funds through
a Joint Powers Agreement with the County of Santa Clara,which is an Urban County entitled to CDBG funds from
the United States Department of Housing and Urban Development(hereinafter known as HUD).
WHEREAS,CITY has agreed to allocate a portion of its CDBG funds to CORPORATION as a subrecipient
for housing-related activities within the CITY which shall primarily benefit very low and low income households.
NOW,THEREFORE,the parties agree as follows:
I. PROGRAM
CITY agrees to allocate to the CORPORATION a sum not to exceed $11,300.00 in funds for the purpose of
implementing the housing program ("Program") as mare particularly described in Exhibit "A" (Program
Description),Exhibit"B"(Project Work Plan and Time Schedule),and Exhibit"C"(Project Budget).
II.TERM
The term of this Agreement shall begin July 1, 1993 and shall terminate June 30, 1994,or the date of the
expenditure of the total grant amount provided for herein, or upon the termination date established pursuant to
Section V or Section VII.
III.OBLIGATIONS OF CORPORATION
A. Organization of CORPORATION.CORPORATION shall:
1. Provide CITY with:
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 nonprofit status;
d. Names and addresses of the current Board of Directors of CORPORATION;and,
e. An adopted copy of CORPORATION'S personnel policies, procedures and approved affirmative
action plan.
2. Report any changes in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors,
personnel policies and procedures,affirmative action plan,or tax exempt status immediately to Program
Manager.
3. Maintain no member of its Board of Directors as a paid employee, agent or subcontractor under this
Agreement.
4. Open to the public all meetings of its Board of Directors, except meetings,or portions thereof, dealing
with personnel or litigation matters.
5. Keep minutes of all its regular and special meetings.
Mac:VGrumpy\Housing Stuff'agreement form
6. Comply with all provisions of California Nonprofit CORPORATION Law.
B. Program Performance by CORPORATION.CORPORATION shall:
1. Conduct the PROGRAM within the City of Cupertino for the purpose of benefiting very low and low
income households.
2. File quarterly narrative reports with the CITY on the types and numbers of services rendered to Cupertino
beneficiaries through the operation of the project,which reports shall evaluate the manner in which the
project is achieving its goals. The reports shall be due within ten (10) working days of the end of the
calendar year and shall cover the entire year immediately preceding the date on which the report is filed.
Said reports shall be made on forms approved by CITY.
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 such an award,inform CITY within ten days.
5. Notify CITY within ten(10)days of the receipt of any local,state,federal,or private sources of revenue
for use in support of this operation or service.
6. Include an acknowledgment of CITY funding and support where appropriate.
C. Fiscal Responsibilities of CORPORATION.CORPORATION shall:
1. Appoint and submit the name of a fiscal agent who shall be responsible for the fmancial and accounting
activities of CORPORATION,including the receipt and disbursement of CORPORATION funds. The
CITY shall immediately be notified in writing of the appointment of a new fiscal agent and that agent's
name.
2. Establish and maintain an accounting system that shall be in conformance with generally accepted
principles of accounting.The accounting system shall be subject to review and approval of CITY.
3. Document all Program costs by maintaining records in accordance with Section III,Paragraph D below.
4. Submit on a quarterly basis,within ten (10)working days of the end of the quarter,a payment request
containing a summary statement of proposed expenditures and revenue for the quarter immediately
following the date on which the report is filed and cumulative totals from the effective date of this
agreement In addition, the amount of actual expenditures shall be reported to CITY within ten (10)
working days of the end of each quarter.Said reports shall be made on forms approved by CITY.
5. Submit to the CITY'S Finance Director an annual audit performed by an independent auditor.
6. Certify insurability subject to CITY approval as outlines in Exhibit"E"(Insurance).
7. If applicable,submit an indirect cost plan to CITY for approval.
8. Items 1 through 7 are express conditions precedent to any CITY funding and failure to comply with these
conditions will,at discretion of CITY,result in suspension of funding or termination of this Agreement.
9. CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified
through audits,monitoring or other sources.CORPORATION shall be required to respond to any adverse
findings which may lead to disallowed costs. The CITY shall make the final determination of disallowed
costs,subject to provisions of OMB Circular A-122,"Cost Principles for Non-Profit Organizations."
D. Establishment and Maintenance of Records.CORPORATION shall maintain complete and accurate records of
all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers,
Page 2 of 8
canceled checks,bank statements,client statistical records,personnel,property and all other pertinent records
sufficient to reflect properly(1)all direct and indirect costs of whatever nature claimed to have been incurred or
anticipated to be incurred to perform this Agreement or to operate the Program,and(2)all other matters covered
by this Agreement.
E. Preservation of Records.CORPORATION shall preserve and make available its records:
1. Until the expiration of three years from the date of final payment to CORPORATION under this
Agreement;or
2. For such longer period,if any,as is required by applicable law;or,
3. If this Agreement is completely or partially terminated,the records relating to the work terminated shall
be preserved and made available for a period of three years from the date of termination.
F. Examination of Records;Facilities.At any time during normal business hours,and as often as may be deemed
necessary, CORPORATION agrees that the CITY'S authorized representative(s) may until expiration of(1)
three years after final payment under this Agreement, (2) three years from the date of termination of this
agreement, or(3) 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 Agreement or the operation of the
Program, and all its records with respect to the Program and all matters covered by this Agreement.
CORPORATION also agrees that the CITY'S authorized representative(s) shall 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,material and all other data
relating to the Program and matters covered by this Agreement 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 shall become familiar and comply with and cause all its
subcontractors and employees,if.any,to become familiar and comply with all applicable federal,state and local
laws, ordinances, codes, regulations and decrees including, but not limited to, those federal rules and
regulations, executive orders and statutes identified in Exhibit "F" (Assurances). Specifically,
CORPORATION shall comply with the requirements and standards of OMB Circular No. A-122, "Cost
Principles for Non-Profit Organizations"and the following attachments to OMB Circular No.A-110:
1. Attachment A,: "Cash Depositories,"except for Paragraph 4 concerning deposit insurance;
2. Attachment B,"Bonding and Insurance;"
3. Attachment C,"Retention and Custodial Requirements for Records;"
4. Attachment F,"Standards for Financial Management Systems;"
5. Attachment H,"Monitoring and Reporting Program Performance,"paragraph 2;
6. Attachment N,"Property Management Standards,"except for paragraph 3 concerning the standards for real
property;and
7. Attachment 0,"Procurement Standards."
IV.OBLIGATIONS OF CITY
A. Method of Payment During the term of this Agreement, CITY shall reimburse CORPORATION for all
allowable costs and expenses incurred in connection with the Program,not to exceed the total sum of Eleven
Thousand Three Hundred Dollars and No Cents($11,300.00) except that the CITY may,after the corrective
action procedure is followed,suspend or terminate payment to CORPORATION,in whole or in part,under this
Agreement or not to make any particular payment under this Agreement based on CORPORATION'S
noncompliance, including, but not limited to, incomplete documentation of expenses, failure to submit
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adequate progress reports as required herein or other incidents of noncompliance as described in Section V,
Paragraph B,of this Agreement or based on the refusal of CORPORATION to accept any additional conditions
that may be imposed by HUD at any time, or based on the suspension or termination of the grant to CITY
made pursuant to the Housing and Community Development Act of 1974,as amended.
V.CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services.Evaluation and monitoring of the Program performance shall be the
mutual responsibility of both CITY and CORPORATION.CORPORATION shall furnish all data,statements,
records, information and reports necessary for Program Manager to monitor, review and evaluate the
performance of the Program and its components.CITY shall 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. Upon receipt by CITY of any information that evidences a failure by
CORPORATION to comply with any provision of this Agreement, CITY shall have the right to require
corrective action to enforce compliance with such provision. Areas of noncompliance include but are not
limited to:
1. If CORPORATION(with or without knowledge)shall have made any material misrepresentation of any
nature with respect to any information or data furnished by CITY in connection with the Program.
2. If there is pending litigation with respect to the performance by CORPORATION of any of its duties or
obligations under this Agreement which may materially jeopardize or adversely affect the undertaking of
or the carrying out of the Program.
3. If CORPORATION shall have taken any action pertaining to the Program which requires CITY approval
without having obtained such approval.
4. If CORPORATION is in default under any provision of this Agreement
5. If CORPORATION makes improper use of CITY funds.
6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect
C. Corrective Action Procedure.CITY upon occurrence or discovery of noncompliance by CORPORATION under
this Agreement,shall give CORPORATION notice of CITY'S intention to demand corrective action to enforce
compliance. Such notice shall indicate the nature of the noncompliance and the procedure whereby
CORPORATION shall have the opportunity to participate in formulating any corrective action
recommendation.CITY shall have the right to require the CORPORATION President and/or Executive Director
to appear at a hearing or meeting railed for the purpose of corrective action.Thereafter,CITY shall forward to
CORPORATION specific corrective action recommendations and a detailed timetable for implementing these
recommendations; such timetable shall allow CORPORATION not less than ten(10)nor more than thirty(30)
days to comply.Following implementation of the corrective actions,CORPORATION shall forward to CITY.
within the time specified by CITY,any documentary evidence required by CITY to verify that the corrective
actions have been taken.
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 Agreement.
D. Termination for Cause. Notwithstanding anything to the contrary contained in the foregoing, CITY may
terminate this Agreement by written notice to CORPORATION,if any of the events of noncompliance listed
in Section V,Paragraph B,occur or are discovered,if CORPORATION does not implement any recommended
corrective action,if CORPORATION is in bankruptcy or receivership,if a member of the CORPORATION'S
Board of Directors,the Executive Director or other administrative staff person is the subject of investigation for
wrongdoing, or if there is reliable evidence that CORPORATION is unable to operate the Program.
Termination under this section shall be effective on the date notice of termination is received or such later dare
as may be specified in the notice.
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VI.PROGRAM COORDINATION
A. CITY:The Housing and Services Planner,or his/her designee,shall be the Program Manager for the CITY and
shall monitor progress and performance of this Agreement for CITY. The Program Manager shall be
responsible for all services agreed to be performed by CITY.
B. CORPORATION: A single Program Director who shall have overall responsibility for the progress and
execution of this Agreement shall be assigned.Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute or replacement Program Director,CORPORATION shall immediately
notify CITY of such occurrence.Program Director and CORPORATION staff will cooperate fully with CITY
in fulfillment of this Agreement
C. Correspondence:All correspondence and notices required by this Agreement shall be sent to the parties at the
following address:
CITY: Planner II/Housing Services, Community Development Department, City of Cupertino,10300 Tone Avenue,
Cupertino, CA 95014
CORPORATION: Executive Director , Cupertino Community Services, 10185 North Stelling Road,
Cupertino,CA 95014
All notices shall either be hand delivered or sent by United States mail,registered or certified,postage prepaid.
Notices given in such a manner shall 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(5)
days written notice of such change to the other party in the manner provided in this section.
VII.TERMINATION
A. In addition to CITY'S right to terminate for cause set forth in Section V,either CITY or CORPORATION may
suspend or terminate this Agreement for any reason by giving thirty(30)days prior written notice to the other
party.Upon receipt of such notice,performance of the services hereunder will be immediately discontinued.
B. Upon termination,either under this Section VII or Section V,CORPORATION shall:
1. be paid for all documented services actually rendered to CITY to the date of such termination;provided,
however, CITY shall be obligated to compensate CORPORATION only for that portion of
CORPORATION'S services which are allowable costs and expenses as determined by an audit or other
monitoring device;
•
2. turn over to CITY immediately any and all copies of studies, reports and other data, whether or not
completed, prepared by CORPORATION. or its subcontractors, if any, in connection with this
Agreement.All documents from applicants or regarding applicants shall be treated confidentially. Such
materials shall become property of CITY.CORPORATION,however,shall not be liable to CITY'S use
of incomplete materials or for CITY'S use of completed documents if used for other than services
contemplated by this Agreement and
3. transfer to the CITY any CDBG funds on hand and any accounts receivable attributable to the use of
CDBG funds.All assets acquired with CDBG funds shall be returned to the CITY.
C. Upon termination of this Agreement, CORPORATION shall immediately provide CITY access to all
documents,records,payroll,minutes of meetings,correspondence and all other data pertaining to the CITY
funds granted to CORPORATION pursuant to this Agreement
VIII.PURCHASING REAL OR PERSONAL PROPERTY
A. Tide to Personal Property. Tide to any personal property used in connection with the project shall vest as
follows:
Page 5 of 8
1. Personal property donated or purchased with other than CITY funds shall become the property of
CORPORATION or person specified by the donor or funding source;otherwise the same shall become
the property of CITY except for property and equipment as described in 2.
2. Personal property and equipment permanently affixed to building owned by CORPORATION shall
become the property of CORPORATION.
3. All other personal property, supplies and equipment purchased pursuant to this Agreement and not
consumed shall become property of CITY.
B. Non expendable Property. Non-expendable property purchased by CORPORATION with funds provided by
CITY,with a purchase price in excess of One Hundred Dollars($100),must be approved in advance in writing
by CITY. CITY shall retain title to said property. If a Program will be continued beyond termination of this
Agreement,CITY at its option,may revert title to CORPORATION.
C. Purchase of Real Property.None of the funds provided under this Agreement shall be used for the purchase of
real property, unless CITY approves such purchase in writing containing any conditions the CITY deems
appropriate prior to the time CORPORATION finalizes such purchase. Approval of any such contract or an
option to purchase shall be processed through the Program Manager.
D. Security Document. As a condition precedent to CITY releasing funds for the purchase of real property or an
option to purchase real property,CORPORATION shall prepare and execute a promissory note,deed of trust or
other Agreement restricting the use of said real property for purposes consistent with this Agreement,HUD and '
CDBG requirements.
IX.PROGRAM INCOME
Income generated by the Program shall be retained by CORPORATION. Such income shall be used to reduce
the monthly request for funds under this Agreement and for the same purposes and activities described in Exhibit A.
All provisions of this Agreement shall apply to the use of Program income for such activities.
X.INDEPENDENT CONTRACTOR
This is an Agreement by and between independent contractors and is not intended and shall 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 subcontractors, shall
not have any claim under this Agreement or otherwise against CITY for any Social Security, Worker's
Compensation,or employee benefits extended to employees of CITY.
XI.ASSIGNABJLITY
A. This Agreement may not be assumed nor assigned to another corporation, person, partnership or any other
entity without the prior written approval of CITY.
B. None of the work or services to be performed hereunder shall be assigned,delegated or subcontracted to third
parties without the prior written approval of CITY. Copies of all third party contracts shall be submitted to
CITY at least thirty (30) days prior to the proposed effective date. In the event CITY approves any such
assignment, delegation or subcontract, the subcontractors, assignees or delegates shall be deemed to be
employees of CORPORATION, and CORPORATION shall be responsible for their performance and any
liabilities attaching to their actions or omissions.
XII.DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for
services offered by the Program pursuant to this Agreement or their immediate families which may be obtained
through application forms,questionnaires,interviews,tests,reports from public agencies or counselors,or any other
source.Without the written permission of the applicant,such information shall be divulged only as necessary for
purposes related to the performance or evaluation of the services and work to be provided pursuant to this Agreement,
Page 6 of 8
and then only to persons having responsibilities under this Agreement,including those furnishing services under the
Program through approved subcontracts.
�.HOLD HARMLESS
CORPORATION shall indemnify and hold CITY, its officers, employees and elected officials, boards and
commissions,harmless with respect to any damages,including attorney's fees and court costs,arising from:
A. the failure of the Program to comply with applicable laws,ordinances,codes,regulations and decrees;or,
B. any negligence or omission arising out of any work or services provided by CORPORATION, its officers,
employees,agents or subcontractors under the Program or this Agreement.
XIV.WAIVER OF RIGHTS AND REMEDIES
In no event shall any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the
covenants or conditions of this agreement 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 shall exist shall in no way impair or prejudice any
right or remedy available to CITY with respect to such breach or default. In no event shall 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 Agreement.
XV.NONDISCRIMINATION
In connection with the performance of this Agreement, CORPORATION assures that no person shall be
subject to discrimination because of sex,race,religion,ethnic background,sexual preference,age,handicapped status
or union activity.
XVI.AMENDMENTS
Amendments to the terms or conditions of this Agreement shall be requested in writing by the party desiring
such amendment, and any such amendment shall be effective only upon the mutual Agreement in writing of the
parties hereto.
XVII.INTEGRATED DOCUMENT
This Agreement 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
Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this
Agreement
XVIII.MISCELLANFOUS
A. The captions of this Agreement are for convenience of reference only,and the words contained therein shall in
no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the
provisions of this Agreement
B. All exhibits attached hereto and referred to in this Agreement are incorporated herein by this reference as if set
forth fully herein.
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This AGREEMENT, consisting of eight (8) pages, contains the entire agreement between CITY and
CORPORATION respecting the allocation of CDBG funds for the provision of housing services.
CORPORATION has executed this Agreement in triplicate on thit 27th day of July , 19 93
By. A
E . 7 DIRECTOR
e..tR> ' ' ' "
By.
PRESIDENT
Board of Directors
• CITY has executed this Agreement in triplicate on this 30th day of July 19 93 .
f op
By: l
DON• 'D i. :ROWN
City Manager '
0 ,
Attested By. // .... i
42144*— CLERK
/
/g
Approved as tofor �/
A : ' Yi
Page 8 of 8
EXHIBIT A
CITY OF CUPERTINO
PROJECT PROPOSAL COVER PAGE
Project Title:
CUPERTINO COMMUNITY SERVICES AFFORDABLE HOUSING PROGRAM
Contact Person: Title:
JAN S.EPHENSON EXECUTIVE DIRECIOR .
Organization: Address:
CUPERTINO COMMUNITY SERVICES, INC. 10185 NORTH TELLING ROAD
• City Slate ZIP 11101d.91# :. r :z Fax B:
CUPERTINO, CALIFORNIA 95014 ` 4rs { ...,n '';< Fh1`xx
Executive Director (Please Print): Executl IIrect rs Signature:
JAN STEPHENSON �
Project Funding: I
Amount Requested: $ 11,300.00
County CDBG Requested:
Other:
Other:
Other:
Other:
Total Project Budget: $ 11,300.00
Project Description:
Cupertino Community Services, Inc. , has been coordinating an affordable housing
program for the City of Cupertino. The agency is currently managing ten (10) units
at Chateau Cupertino and one (1) townhouse unit for single parents.
Cupertino Community Services, Inc. is charged with screening and placing _
eligible clients into other affordable housing units as they are developed.
Cupertino Community Services maintains waiting lists of qualified applicants and
provides support to those placed in the affordable housing units.
Cupertino Community Services, Inc. , recognizes the importance of affordable
housing and intends to pursue a more active role in developing such housing within
- the City of Cupertino limits. CCS would be in the position to assume management
of all City of Cupertino units as we are extremely familiar with the community
and its' needs.
•
9
•
•
• EXHIBIT B — -
PROJECT WORK PLAN
FISCAL YEAR 1993-94
Applicant: CUPERTINO COMMUNITY SERVICES, :INC.
Project Name: CUPERTINO COMMUNITY sERvirPR AFFORDABLE HOUSING PROGRAM
PristztC.:CN-Srcy.-irtacta)--OtEtztrecOsner.-4: 0 aSinf-t-U.Snaaete,reat.*,s,A.:FsSAnaaSt...
• 4 e
`1''. 'Jo ^. ^rekak leat-rA74 ,,Zfr isam.e.,CIN1/4stakttia;,6,k atrakVaMlaata,:::
J`r.e5httit k ntSAAV494"itthr*YiSalteSIVYW iteaeStrIWOrtgik:41- atra
Wat4914C5411% • itaa::::-tatectS4i1A 4-04 C,OtattiMasan
(-1w,ttswisaa., tatietogatt
Recruit & screen applicants,
Housing Specialist maintain eligibility list,
50% (20 hours a week) recommend qualified appli-
cants, quarterly reports,
update eligibility list,
support current residents,
pursue other suitable loca-
tions for housing, attend
seminars, lectures and
meetings.
Executive Director Supervise screening of
5% applicants, pursue other
locations for senior
housing oversee quarterly
reports give information and
and referrals and support
current residents.
. .
• EXHIBIT C —
• PROPOSED ACTIVITY TIME SCHEDULE
Agency Name: CUPERTINO COMMUNITY SERVICES INC.
Project Name: CUPERTINO COMMUNITY SERVICES AFFORDABLE HOUSING PROGRAM
Executive Director: JAN SrEMENSON
Project Manager: POLLI RYCHLIK
Date Prepared: FEBRUARY 5, 1993
antailani*SittatalaiM Pr - LG ASEE.IMUT WONSDEIGi i3Mit tomfaRRI Waal:AMR
1) Recruit & screen applicants X X X X X X X X X X EX X
• 2) Maintain eligibility list X X X X X X X X X X X X
• 3) Recommend qualified applic. X X X X X X X X X X X X
4) Quarterly reports X X XX X X , XX X X X X
5) Update eligibility list X X X X X X X X X X X
6) Support current residentS X X X X X X X X X X X X
I— 7) .Pursue other suitable
locations for housing X- X X X X X X X X X X X
81 Attend seminars , lectures
and meetings X X XX X X - XX X X X X
•
•
Can this workload be incorporated into thoon-going workload of the applicant and successfully be implemented recording to this schedule? Yes
Schedule approVed by: Jan Stephenson Title: Executive Director Date: 02-05-93
EXHIBIT D
. 1
PROJECT BUDGET
Agency Name: CUPERTINO COMMUNITY SERVICES, INC.
Project Name: CUPERTINO COMMUNITY SERVICES AFFORDABLE HOUSING PROGRAM
;y{at::`:,::. .. 12NB1TEM Y> > 490344 •My,.an:,..,:g:9
SALARIES
Personnel $ 7,659.00 .
Benefits 1,417.00
OFFICE EXPENSES:
Rent 0.00
Telephone - 320.00
Postage 150.00
Printing 350.00
Supplies 300.00
Travel 0.00
Utilities 0.00
Equipment 150.00
Dues an Subscriptions 0.00
Other 0.00
OTHER EXPENSES:
Accounting Services 0.00
Contract Services 0.00
Insurance 0.00
Conferences 250.00
Miscellaneous 0.00
Other 704.00
TOTAL $ 11,300.00
12
•
ACRE MaIT
phis Agreement is made and entered into this day of tititi
19f , by and between the City of Cupertino, a municipal corporation
("City') and Cupertino Community Services, a nonprofit corporation
("Corporation") .
WITNESSEPH
WHEREAS, City has received funds through a Below Market Rate (BMR)
housing program and funds through other sources including Community
Development Block Grants and one of the purposes of such funds are to
increase and administer the creation of affordable rental housing.
WHEREAS, City has agreed to a program whereby ten (10) elderly
congregate units will be available at affordable prices to benefit senior
citizens without economic resources to afford such units. This Agreement
is consistent with the objectives of the Cupertino General Plan Housing
Element, and the City's Affordable Housing Find.
WHEREAS, City has agreed as part of the program to use a suitable
nonprofit agency to administer the occupancy of these units directly with
the management of Chateau Cupertino and to provide additional services as
specified in the attached exhibits. The City has selected Cupertino
Community Services as the administrator of such program.
NOW, THEREFORE, the parties agree as follows:
I. PROGRAM
City agrees to allocate to the Corporation a sum not to exceed $10,770
in funds for the purpose of implementing the housing program ("Program")
as more particularly described in Exhibit "A" (Program Description) ,
Exhibit "B" (Project Work Plan and Time Schedule) , and Exhibit "C"
(Project Budget) .
II. TERM
The term of this Agreement shall begin July 1, 1992 and shall
terminate June 30, 1993, or the date of the expenditure of the total grant
amount provided for herein, or upon the termination date established
pursuant to Section V or Section VII.
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III. OBLIGATIONS OF CORPORATION
A. Organization of Corporation. Corporation shall:
1. Provide City with:
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 nonprofit
status;
d. Names and addresses of the current Board of Directors of
Corporation; and,
e. An adopted copy of Corporation's personnel policies,
procedures and approved affirmative action plan.
2. Report any changes in Corporation's Articles of Incorporation,
Bylaws, Board of Directors, personnel policies and procedures, affirmative
action plan, or tax exempt status inmlediately to Program Manager.
3. Maintain no member of its Board of Directors as a paid
employee, agent or subcontractor under this Agreement.
4. Open to the public all meetings of its Board of Directors,
except meetings, or portions thereof, dealing with personnel or litigation
matters.
5. Keep minutes of all its regular and special meetings.
6. Comply with all provisions of California Nonprofit Corporation
Law.
B. Program Performance by Corporation. Corporation shall:
1. Screen and place eligible seniors in low-income senior housing
units located in Chateau Cupertino.
2. Screen and place eligible clients in other affordable units as
they are developed by the City. If the number of units developed by the
City excess Corporation's staff capacity under this contract, this
agreement may be renegotiated.
3. Maintain a waiting list of qualified applicants.
4. Provide support servicers to clients placed in affordable
housing units.
5. Provide information and referral servinos to seniors and their
families.
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•
6. Explore other housing options for seniors and their families.
7. File annual reports with the City on the types and numbers of
services rendered to Cupertino beneficiaries through the operation of the
project, which reports shall evaluate the manner in which the project is
achieving its goals. The reports shall be due within ten (10) working days
of the end of the calendar year and shall cover the entire year
immediately preceding the date on which the report is filed. Said reports
shall be made on forms approved by City. The City may request interim
reports but not more frequently than every three (3) months.
8. Coordinate its services with other existing organizations
providing similar services in order to foster community cooperation and to
avoid unnecessary duplication of services.
9. Notify City within ten (10) days of the receipt of any local,
state, federal, or private sources of revenue for use in support of this
operation or service.
10. Include an admowledgement of City funding and support where
appropriate.
C. Fiscal Responsibilities of Corporation. Corporation shall:
1. Appoint and submit the name of a fiscal agent who shall be
responsible for the financial and accounting activities of Corporation,
including the receipt and disbursement of Corporation funds. The City
shall immediately be notified in writing of the appointment of a new
fiscal agent and that agent's name.
2. Establish and maintain an accounting system that shall be in
conformance with generally acrppted principles of accounting. The
accounting system shall be subject to review and approval of City.
3. Document all Program costs by maintaining records in accordance
with Section III, Paragraph D below.
4. Submit on a quarterly basis, within ten (10) working days of
the end of the quarter, a payment request containing a summary statement
of proposed expenditures and revenue for the quarter immediately following
the date on which the report is filed and cumulative totals from the
effective date of this agreement. In addition, the amount of actual
expenditures shall be reported to City within ten (10) working days of the
end of each quarter. Said reports shall be made on forms approved by City.
5. Submit to the City's Finance Director an annual audit performed
by an independent auditor.
6. Certify insurability subject to City approval.
7. If applicable, submit an indirect cost plan to City for
approval.
-3-
8. Items 1 through 7 are express conditions precedent to any City
• funding and failure to comply with these conditions will, at discretion of
City, result in suspension of funding or termination of this Agreement.
9. Corporation is liable for repayment of all disallowed costs.
Disallowed costs may be identified through audits, monitoring or other
sources. Corporation shall be required to respond to any adverse findings
which may lead to disallowed costs.
D. Establishment and Maintenance of Records. Corporation shall
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 (1) all direct and indirect costs of whatever nature claimed to
have been incurred or anticipated to be incurred to perform this Agreement
or to operate the Program, and (2) all other matters covered by this
Agreement.
E. Preservation of Records. Corporation shall preserve and make
available its records:
1. until the expiration of three years from the date of final
payment to Corporation under this Agreement; or
2. for such longer period, if any, as is required by applicable
law; or,
3. if this Agreement is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period of three years from the date of termination.
F. Examination of Records; Facilities. At any time during normal
business hours, and as often as may be deemed necessary, Corporation
agrees that the City's authorized representative(s) may until expiration
of (1) three years after final payment under this Agreement, (2) three
years from the date of termination of this agreement, or (3) such longer
period as may be described by applicable law, have access to and the right
to examine its plants, officnq and facilities used in the performance of
this Agreement or the operation of the Program, and all its records with
respect to the PLuyLam and all matters covered by this Agreement.
Corporation also agrees that the City's authorized representative(s) shall
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,
material and all other data relating to the Program and matters covered by
this Agreement. 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 shall become familiar and comply
with and cause all its subcontractors and employees, if any, to become
familiar and comply with all applicable federal, state and local laws,
ordinances, codes, regulations and decrees.
-4-
• IV. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Agreement, City shall
reimburse Corporation for all allowable costs and expenses incurred in
connection with the Program, not to exceed the total sum of Ten Thousand
Seven Hundred Seventy Dollars ($10,770.00) except that the City may, after
the corrective action procedure is followed, suspend or terminate payment
to Corporation, in whole or in part, under this Agreement or not to make
any particular payment under this Agreement based on Corporation's
noncompliance, including, but not limited to, incomplete documentation of
expenses, failure to submit adequate progress reports as required herein
or other incidents of noncompliance as de cribed in Section V, Paragraph
B, of this Agreement
V. CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluation and monitoring of
the Program performance shall be the mutual responsibility of both City
and Corporation. Corporation shall furnish all data, statements, records,
information and reports necessary for Program Manager to monitor, review
and evaluate the performance of the Program and its components. City shall
have the right to request the servicers of an outside agent to assist in
any such evaluation. Such services shall be paid for by City.
B. Contract Noncompliance. Upon receipt by City of any information
that evidences a failure by Corporation to comply with any provision of
this Agreement, City shall have the right to require corrective action to
enforce compliance with such provision. Areas of noncompliance include but
are not limited to:
1. If Corporation (with or without knowledge) shall have made any
material misrepresentation of any nature with respect to any information
or data furnished by City in connection with the Program.
2. If there is pending litigation with respect to the performance
by Corporation of any of its duties or obligations under this Agreement
which may materially jeopardize or adversely affect the undertaking of or
the carrying out of the Program.
3. If Corporation shall have taken any action pertaining to the
Program which requires City approval without having obtained such
approval.
4. If Corporation is in default under any provision of this
Agreement.
5. If Corporation makes improper use of City funds.
-5-
6. If Corporation submits to City any report which is incorrect or
• incomplete in any material respect.
C. Corrective Action Procedure. City upon occurrence or discovery of
noncompliance by Corporation under this Agreement, shall give Corporation
notice of City's intention to demand corrective action to enforce
compliance. Such notice shall indicate the nature of the noncompliance and
the procedure whereby Corporation shall have the opportunity to
participate in formulating any corrective action recommendation. City
shall have the right to require the Corporation President and/or Executive
Director to appear at a hearing or meeting called for the purpose of
corrective action. Thereafter, City shall forward to Corporation specific
corrective action recommendations and a detailed timetable for
implementing thee rations; such timetable shall allow Corporation
not less than ten (10) nor more than thirty (30) days to comply. Following
implementation of the corrective actions, Corporation shall forward to
City, within the time specified by City, any documentary evidence required
by City to verify that the corrective actions have been taken.
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 Agreement.
D. Termination for Cause. Notwithstanding anything to the contrary
contained in the foregoing, City may terminate this Agreement by written
notice to Corporation, if any of the events of noncompliance listed in
Section V, Paragraph B, occur or are discovered, if Corporation does not
implement any recommended corrective action, if Corporation is in
bankruptcy or receivership, if a member of the Corporation's Board of
Directors, the Executive Director or other administrative staff person is
the subject of investigation for wrongdoing, or if there is reliable
evidence that Corporation is unable to operate the Program. Termination
under this section shall be effective on the date notice of termination is
received or such later date as may be specified in the notice.
VI. PROGRAM COORDINATION
A. City: The Housing and Services Coordinator, or his/her designee,
shall be the Program Manager for the City and shall monitor progress and
performance of this Agreement for City. The Program Manager shall be
responsible for all servirns agreed to be performed by City.
B. Corporation: A single Program Director who shall have overall
responsibility for the progress and execution of this Agreement shall be
assigned. Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute or replacement Program Director,
Corporation shall immediately notify City of such occurrence. Program
Director and Corporation staff will cooperate fully with City in
fulfillment of this Agreement.
-6-
C. Correspondence: All correspondence and notices required by this
Agreement shall be sent to the parties at the following address:
City: Housing and Services Coordinator
Department of Community Development
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014
Corporation: Executive Director
Cupertino Community Services
10185 North Stelling Road
Cupertino, California 95015
All notices shall either be hand delivered or sent by United States
mail, registered or certified, postage prepaid. Notices given in such a
manner shall 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 (5) days
written notice of such change to the other party in the manner provided in
this section.
VII. TERMINATION
A. In addition to City's right to terminate for cause set forth in
Section V, either City or Corporation may suspend or terminate this
Agreement for any reason by giving thirty (30) days prior written notice
to the other party. Upon receipt of such notice, performance of the
services hereunder will be immediately discontinued.
B. Upon termination, either under this Section VII or Section V,
Corporation shall:
1. be paid for all documented services actually rendered to City
to the date of such termination; provided, however, City shall be
obligated to compensate Corporation only for that portion of Corporation's
services which are allowable costs and expenses as determined by an audit
or other monitoring device;
2. turn over to City immediately any and all copies of studies,
reports and other data, whether or not completed, prepared by Corporation
or its subcontractors, if any, in connection with this Agreement. All
documents from applicants or regarding applicants shall be treated
confidentially. Such materials shall become property of City. Corporation,
however, shall not be liable to City's use of incomplete materials or for
City's use of completed documents if used for other than servirns
contemplated by this Agreement; and
-7-
3. transfer to the City any City funds on hand and any accounts
• receivable attributable to the use of City funds. All assets acquired with
City funds shall be returned to the City.
C. Upon termination of this Agreement, Corporation shall immediately
provide City access to all documents, records, payroll, minutes of
meetings, correspondence and all other data pertaining to the City funds
granted to Corporation pursuant to this Agreement.
VIII. PURCHASING REAL OR PERSONAL PROPERTY
A. Title to Personal Property. Title to any personal property used in
connection with the project shall vest as follows:
1. Personal property donated or purchased with other than City
funds shall become the property of Corporation or person specified by the
donor or funding source; otherwise the same shall became the property of
City except for property and equipment as described in 2.
2. Personal property and equipment permanently affixed to building
owned by Corporation shall became the property of Corporation.
3. All other personal property, supplies and equipment purchased
pursuant to this Agreement and not consumed shall become property of City.
B. Nonexpendable Property. Nonexpendable property purchased by
Corporation with funds provided by City, with a purchase price in excess
of One Hundred Dollars ($100) , must be approved in advance in writing by
City. City shall retain title to said property. If a Program will be
continued beyond termination of this Agreement, City at its option, may
revert title to Corporation.
C. Purchase of Real Property. None of the funds provided under this
Agreement shall be used for the purchase of real property, unless City
approves such purchase in writing containing any conditions the City deems
appropriate prior to the time Corporation finalizes such purchase.
Approval of any such contract or an option to purchase shall be processed
through the Program Manager.
D. Security Document. As a condition precedent to City releasing funds
for the purchase of real property or an option to purchase real property,
Corporation shall prepare and execute a promissory note, deed of trust or
other Agreement restricting the use of said real property for purposes
consistent with this Agreement.
-8-
IX. PROGRAM INCOME
Income generated by the Program shall be retained by Corporation. Such
income shall be used to reduce the monthly request for funds under this
Agreement and for the same purposes and activities described in Exhibit A.
All provisions of this Agreement shall apply to the use of Program income
for such activities.
X. INDEPENDENT CONTRACTOR
This is an Agreement by and between independent contractors and is not
intended and shall 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 subcontractors, shall not have any claim under this Agreement or
otherwise against City for any Social Security, Worker's Compensation, or
employee benefits extended to enployens of City.
XI. ASSIGNABILITY
A. This Agreement may not be assumed nor assigned to another
corporation, person, partnership or any other entity without the prior
written approval of City.
B. None of the work or services to be performed hereunder shall be
assigned, delegated or subcontracted to third parties without the prior
written approval of City. Copies of all third party contracts shall be
submitted to City at least thirty (30) days prior to the proposed
effective date. In the event City approves any such assignment, delegation
or subcontract, the subcontractors, assignees or delegates shall be deemed
to be employees of Corporation, and Corporation shall be responsible for
their performance and any liabilities attaching to their actions or
omissions.
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
City and Corporation agree to maintain the confidentiality of any
information regarding applicants for services offered by the Program
pursuant to this Agreement or their immediate families which may be
obtained through application forms, questionnaires, interviews, tests,
reports from public agencies or counselors, or any other source. Without
the written permission of the applicant, such information shall be
divulged only as necessary for purposes related to the performance or
evaluation of the services and work to be provided pursuant to this
Agreement, and then only to persons having responsibilities under this
Agreement, including those furnishing services under the Program through
approved subcontracts.
-9-
XIII. HOLD HARMLESS
• Corporation shall indemnify and hold City, its officers, employees and
elected officials, boards and commissions, harmless with respect to any
damages, including attorney's fees and court costs, arising from:
A. the failure of the Program to comply with applicable laws,
ordinances, codes, regulations and decree; or,
B. any negligence or omission arising out of any work or services
provided by Corporation, its officers, employees, agents or subcontractors
under the Program or this Agreement.
C. City shall indemnify and hold corporation, its officers, and
employes harmless with respect to any damages, including attorney's fees
and court costs, arising out of any negligent act or omission arising out
of any work or services provided by City, its officers, and employees
under this Agreement.
XIV. WAIVER OF RIGHTS AND RENEDIES
In no event shall any payment by City constitute or be construed to be
a waiver by City of any breach of the covenants or conditions of this
agreement 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 shall
exist shall in no way impair or prejudice any right or remedy available to
City with respect to such breach or default. In no event shall 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
Agreement.
XV. NONDISCRIMINATION
In connection with the performance of this Agreement, Corporation
assures that no person shall be subject to discrimination because of sex,
race, religion or ethnic background.
XVI. AMENDMENTS
Amendments to the terms or conditions of this Agreement shall be
requested in writing by the party desiring such amendment, and any such
amendment shall be effective only upon the mutual Agreement in writing of
the parties hereto.
XVII. INTEGRAnD DOCUMENT
This Agreement 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 Agreement shall affect or modify any of the terms or obligations
contained in any documents comprising this Agreement.
-10-
o
XVIII. MISCELLANEOUS
A. The captions of this Agreement are for convenience of reference
only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of
the provisions of this Agreement.
B. All exhibits attached hereto and referred to in this Agreement are
incorporated herein by this reference as if set forth fully herein.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate the day and year above written.
Approv •/+ : City of Cupertino:
By cf/J • " • Iv t r '0./,,-,
City Attorney :yor _
°CI - IA- qa- /(1 44,.E 799-2--
Date
992Date Date
Attest:
Corpor.tion:
l - , /�
/I „ade%CG�,� By:
City Clerk O i7've Director
4/7/-9� ,II'3 azn- --
Date Date
By: e &7nrtYNOC
Pident
•. d of Directors
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misc/ccsagree
1
-11-
05
,t AGREEMENT
This Agreement is made and entered into this 5thday of Novembgr19_by and between the CITY of
Cupertino, a municipal corporation ("CITY") and Cupertino Community Services, a nonprofit corporation
("CORPORATION").
WITNESSETH
WHEREAS, CITY has received Community Development Block Grant (hereinafter "CDBG") funds
through a Joint Powers Agreement with the County of Santa Clam, which is an Urban County entitled to CDBG
funds from the United States Department of Housing and Urban Development(hereinafter known as HUD).
WHEREAS, CITY has agreed to allocate a portion of its CDBG funds to CORPORATION as a subrecipient
for housing-related activities within the CITY which shall primarily benefit very low and low income households.
NOW,THEREFORE,the parties agree as follows:
I. PROGRAM
CITY agrees to allocate to the CORPORATION a sum not to exceed $10,000 in funds for the purpose of
implementing the housing program ("Program") as more particularly described in Exhibit "A" (Program
Description), Exhibit"B" (Project Work Plan and Time Schedule), and Exhibit "C" (Project Budget). Said sum of
$10,000 commences to be paid after CORPORATION completes ten projects under the Urban County Program
prior to the end of June 1993. Thereafter, said sum shall be utilized for subsequent Cupertino projects until the
entire sum is expended or until June 30, 1993,whichever occurs first.
II. TERM
The term of this Agreement shall begin July 1, 1992 and shall terminate June 30, 1992, or the date of the
expenditure of the total grant amount provided for herein, or upon the termination date established pursuant to
Section V or Section VII.
III. OBLIGATIONS OF CORPORATION
A. Organization of CORPORATION. CORPORATION shall:
I. Provide CITY with:
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 nonprofit status;
d. Names and addresses of the current Board of Directors of CORPORATION; and,
e. An adopted copy of CORPORATION'S personnel policies, procedures and approved affirmative
action plan.
2. Report any changes in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors,
personnel policies and procedures, affirmative action plan, or tax exempt status immediately to Program
Manager.
3. Maintain no member of its Board of Directors as a paid employee, agent or subcontractor under this
Agreement.
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4. Open to the public all meetings of its Board of Directors, except meetings, or portions thereof, dealing
with personnel or litigation matters. •
5. Keep minutes of all its regular and special meetings.
6. Comply with all provisions of California Nonprofit CORPORATION Law.
B. Program Performance by CORPORATION. CORPORATION shall:
1. Conduct the PROGRAM within the City of Cupertino for the purpose of benefiting very low and low
income households.
2. File quarterly narrative reports with the CITY on the types and numbers of services rendered to
Cupertino beneficiaries through the operation of the project,which reports shall evaluate the manner in
which the project is achieving its goals. The reports shall be due within ten (10) working days of the
end of the calendar year and shall cover the entire year immediately preceding the date on which the
report is filed. Said reports shall be made on forms approved by CITY.
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 such an award, inform CITY within ten days.
5. Notify CITY within ten(10) days of the receipt of any local, state, federal, or private sources of revenue
for use in support of this operation or service.
6. Include an acknowledgment of CITY funding and support where appropriate.
C. Fiscal Responsibilities of CORPORATION. CORPORATION shall:
1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial and accounting
activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The
CITY shall immediately be notified in writing of the appointment of a new fiscal agent and that agent's
name.
2. Establish and maintain an accounting system that shall be in conformance with generally accepted
principles of accounting. The accounting system shall be subject to review and approval of CITY.
3. Document all Program costs by maintaining records in accordance with Section III,Paragraph D below.
4. Submit on a quarterly basis,within ten (10) working days of the end of the quarter, a payment request
containing a summary statement of proposed expenditures and revenue for the quarter immediately
following the date on which the report is filed and cumulative totals from the effective date of this
agreement. In addition, the amount of actual expenditures shall be reported to CITY within ten (10)
working days of the end of each quarter. Said reports shall be made on forms approved by CITY.
5. Submit to the CITY'S Finance Director an annual audit performed by an independent auditor.
6. Certify insurability subject to CITY approval as outlines in Exhibit"E" (Insurance).
7. If applicable, submit an indirect cost plan to CITY for approval.
8. Items 1 through 7 are express conditions precedent to any CITY funding and failure to comply with
these conditions will, at discretion of CITY, result in suspension of funding or termination of this
Agreement.
Page 2 of 8
9. CORPORATION is liable for repayment of all disallowed costs. Disallowed costs maybe identified
• through audits, monitoring or other sources. CORPORATION shall be required to respond to any
adverse findings which may lead to disallowed costs. The CITY shall make the final determination of
disallowed costs, subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit
Organizations."
D. Establishment and Maintenance of Records. CORPORATION shall 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(1)all direct and indirect costs of whatever nature claimed to have been incurred
or anticipated to be incurred to perform this Agreement or to operate the Program, and (2) all other matters
covered by this Agreement.
E. Preservation of Records. CORPORATION shall preserve and make available its records:
1. Until the expiration of three years from the date of final payment to CORPORATION under this
Agreement;or
2. For such longer period,if any,as is required by applicable law;or,
3. If this Agreement is completely or partially terminated,the records relating to the work terminated shall
be preserved and made available for a period of three years from the date of termination.
F. Examination of Records; Facilities. At any time during normal business hours, and as often as may be
deemed necessary, CORPORATION agrees that the CITY'S authorized representative(s)may until expiration
of(1) three years after final payment under this Agreement, (2) three years from the date of termination of
this agreement, or(3) 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 Agreement or the operation of the
Program, and all its records with respect to the Program and all matters covered by this Agreement.
CORPORATION also agrees that the CITY'S authorized representative(s) shall 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, material and all other data
relating to the Program and matters covered by this Agreement. 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 shall become familiar and comply with and cause all its
subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and
local laws, ordinances, codes, regulations and decrees including, but not limited to, those federal rules and
regulations, executive orders and statutes identified in Exhibit "F" (Assurances). Specifically,
CORPORATION shall comply with the requirements and standards of OMB Circular No. A-122, "Cost
Principles for Non-Profit Organizations"and the following attachments to OMB Circular No. A-110:
I. Attachment A,:"Cash Depositories, " except for Paragraph 4 concerning deposit insurance;
2. Attachment B, "Bonding and Insurance;"
3. Attachment C, "Retention and Custodial Requirements for Records;"
4. Attachment F, "Standards for Financial Management Systems;"
5. Attachment H, "Monitoring and Reporting Program Performance,"paragraph 2;
6. Attachment N, "Property Management Standards," except for paragraph 3 concerning the standards for
real property; and
7. Attachment 0, "Procurement Standards."
Page 3 of 8
IV. OBLIGATIONS OF CITY •
A. Method of Payment. During the term of this Agreement, CITY shall reimburse CORPORATION for all
allowable costs and expenses incurred in connection with the Program, not to exceed the total sum of Ten
Thousand and Four Dollars ($10,004.00) except that the CITY may, after the corrective action procedure is
followed, suspend or terminate payment to CORPORATION, in whole or in part, under this Agreement or
not to make any particular payment under this Agreement based on CORPORATION'S noncompliance,
including, but not limited to, incomplete documentation of expenses, failure to submit adequate progress
reports as required herein or other incidents of noncompliance as described in Section V, Paragraph B, of this
Agreement or based on the refusal of CORPORATION to accept any additional conditions that may be
imposed by HUD at any time, or based on the suspension or termination of the grant to CITY made pursuant
to the Housing and Community Development Act of 1974,as amended.
V. CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Program performance shall be the
mutual responsibility of both CITY and CORPORATION. CORPORATION shall furnish all data,
statements, records, information and reports necessary for Program Manager to monitor, review and evaluate
the performance of the Program and its components. CITY shall 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. Upon receipt by CITY of any information that evidences a failure by
CORPORATION to comply with any provision of this Agreement, CITY shall have the right to require
corrective action to enforce compliance with such provision. Areas of noncompliance include but are not
limited to:
I. If CORPORATION(with or without knowledge)shall have made any material misrepresentation of any
nature with respect to any information or data furnished by CITY in connection with the Program.
2. If there is pending litigation with respect to the performance by CORPORATION of any of its duties or
obligations under this Agreement which may materially jeopardize or adversely affect the undertaking
of or the carrying out of the Program.
3. If CORPORATION shall have taken any action pertaining to the Program which requires CITY
approval without having obtained such approval.
4. If CORPORATION is in default under any provision of this Agreement.
5. If CORPORATION makes improper use of CITY funds.
6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material
respect.
C. Corrective Action Procedure. CITY upon occurrence or discovery of noncompliance by CORPORATION
under this Agreement, shall give CORPORATION notice of CITY'S intention to demand corrective action to
enforce compliance. Such notice shall indicate the nature of the noncompliance and the procedure whereby
CORPORATION shall have the opportunity to participate in formulating any corrective action
recommendation. CITY shall have the right to require the CORPORATION President and/or Executive
Director to appear at a hearing or meeting called for the purpose of corrective action. Thereafter, CITY shall
forward to CORPORATION specific corrective action recommendations and a detailed timetable for
implementing these recommendations; such timetable shall allow CORPORATION not less than ten(10) nor
more than thirty (30) days to comply. Following implementation of the corrective actions, CORPORATION
shall forward to CITY, within the time specified by CITY, any documentary evidence required by CITY to
verify that the corrective actions have been taken.
Page 4 of 8
•
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 Agreement.
D. Termination for Cause. Notwithstanding anything to the contrary contained in the foregoing, CITY may
terminate this Agreement by written notice to CORPORATION, if any of the events of noncompliance listed
in Section V, Paragraph B, occur or are discovered, if CORPORATION does not implement any
recommended corrective action, if CORPORATION is in bankruptcy or receivership, if a member of the
CORPORATIONS Board of Directors, the Executive Director or other administrative staff person is the
subject of investigation for wrongdoing, or if there is reliable evidence that CORPORATION is unable to
operate the Program. Termination under this section shall be effective on the date notice of termination is
received or such later date as may be specified in the notice.
VI.PROGRAM COORDINATION
A. CITY: The Housing and Services Coordinator, or his/her designee, shall be the Program Manager for the
CITY and shall monitor progress and performance of this Agreement for CITY. The Program Manager shall
be responsible for all services agreed to be performed by CITY.
B. CORPORATION: A single Program Director who shall have overall responsibility for the progress and
execution of this Agreement shall be assigned. Should circumstances or conditions subsequent to the
execution of this Agreement require a substitute or replacement Program Director, CORPORATION shall
immediately notify CITY of such occurrence. Program Director and CORPORATION staff will cooperate
fully with CITY in fulfillment of this Agreement.
C. Correspondence:All correspondence and notices required by this Agreement shall be sent to the parties at the
following address:
CITY: Housing and Services Coordinator
Department of Community Development
City of Cupertino
10300 Torre Avenue
Cupertino,CA 95014
CORPORATION: Executive Director
Cupertino Community Services
10185 North Stelling Road
Cupertino,CA 95014
All notices shall either be hand delivered or sent by United States mail, registered or certified, postage
prepaid. Notices given in such a manner shall 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(5)days written notice of such change to the other party in the manner provided in this section.
VII. TERMINATION
A. In addition to CITY'S right to terminate for cause set forth in Section V, either CITY or CORPORATION
may suspend or terminate this Agreement for any reason by giving thirty(30)days prior written notice to the
other party. Upon receipt of such notice, performance of the services hereunder will be immediately
discontinued.
B. Upon termination, either under this Section VII or Section V, CORPORATION shall:
1. be paid for all documented services actually rendered to CITY to the date of such termination; provided,
however, CITY shall be obligated to compensate CORPORATION only for that portion of
CORPORATION'S services which are allowable costs and expenses as determined by an audit or other
monitoring device;
Page 5 of 8
2. turn over to CITY immediately any and all copies of studies, reports and other data, whether or not '
completed, prepared by CORPORATION or its subcontractors, if any, in connection with this
Agreement. All documents from applicants or regarding applicants shall be treated confidentially. Such
materials shall become property of CITY. CORPORATION, however, shall not be liable to CITY'S use
of incomplete materials or for CITY'S use of completed documents if used for other than services
contemplated by this Agreement;and
3. transfer to the CITY any CDBG funds on hand and any accounts receivable attributable to the use of
CDBG funds. All assets acquired with CDBG funds shall be returned to the CITY.
C. Upon termination of this Agreement, CORPORATION shall immediately provide CITY access to all
documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to the CITY
funds granted to CORPORATION pursuant to this Agreement.
•VIII.PURCHASING REAL OR PERSONAL PROPERTY
A. Title to Personal Property. Title to any personal property used in connection with the project shall vest as
follows:
1. Personal property donated or purchased with other than CITY funds shall become the property of
CORPORATION or person specified by the donor or funding source; otherwise the same shall become
the property of CITY except for property and equipment as described in 2.
2. Personal property and equipment permanently affixed to building owned by CORPORATION shall
become the property of CORPORATION.
3. All other personal property, supplies and equipment purchased pursuant to this Agreement and not
consumed shall become property of CITY.
B. Non expendable Property. Non-expendable property purchased by CORPORATION with funds provided by
CITY, with a purchase price in excess of One Hundred Dollars ($100), must be approved in advance in
writing by CITY. CITY shall retain title to said property. If a Program will be continued beyond termination
of this Agreement, CITY at its option, may revert title to CORPORATION.
C. Purchase of Real Property.None of the funds provided under this Agreement shall be used for the purchase of
real property, unless CITY approves such purchase in writing containing any conditions the CITY deems
appropriate prior to the time CORPORATION finalizes such purchase. Approval of any such contract or an
option to purchase shall be processed through the Program Manager.
D. Security Document. As a condition precedent to CITY releasing funds for the purchase of real property or an
option to purchase real property, CORPORATION shall prepare and execute a promissory note, deed of trust
or other Agreement restricting the use of said real property for purposes consistent with this Agreement, HUD
and CDBG requirements.
IX. PROGRAM INCOME
Income generated by the Program shall be retained by CORPORATION. Such income shall be used to reduce
the monthly request for funds under this Agreement and for the same purposes and activities described in Exhibit
A. All provisions of this Agreement shall apply to the use of Program income for such activities.
Page 6 of 8
• X. INDEPENDENT CONTRACTOR
This is an Agreement by and between independent contractors and is not intended and shall 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 subcontractors, shall
not have any claim under this Agreement or otherwise against CITY for any Social Security, Worker's
Compensation, or employee benefits extended to employees of CITY.
XI. ASSIGNABILITY
A. This Agreement may not be assumed nor assigned to another corporation, person, partnership or any other
entity without the prior written approval of CITY.
B. None of the work or services to be performed hereunder shall be assigned, delegated or subcontracted to third
parties without the prior written approval of CITY. Copies of all third party contracts shall be submitted to
CITY at least thirty (30) days prior to the proposed effective date. In the event CITY approves any such
assignment, delegation or subcontract, the subcontractors, assignees or delegates shall be deemed to be
employees of CORPORATION, and CORPORATION shall be responsible for their performance and any
liabilities attaching to their actions or omissions.
XII.DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for
services offered by the Program pursuant to this Agreement or their immediate families which may be obtained
through application forms, questionnaires, interviews, tests, reports from public agencies or counselors, or any
other source. Without the written permission of the applicant, such information shall be divulged only as necessary
for purposes related to the performance or evaluation of the services and work to be provided pursuant to this
Agreement, and then only to persons having responsibilities under this Agreement, including those furnishing
services under the Program through approved subcontracts.
XIII.HOLD HARMLESS
CORPORATION shall indemnify and hold CITY, its officers, employees and elected officials, boards and
commissions, harmless with respect to any damages, including attorney's fees and court costs,arising from:
A. the failure of the Program to comply with applicable laws,ordinances,codes,regulations and decrees;or,
B. any negligence or omission arising out of any work or services provided by CORPORATION, its officers,
employees,agents or subcontractors under the Program or this Agreement.
XIV. WAIVER OF RIGHTS AND REMEDIES
In no event shall any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the
covenants or conditions of this agreement 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 shall exist shall in no way impair or prejudice
any right or remedy available to CITY with respect to such breach or default. In no event shall 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 Agreement.
XV. NONDISCRIMINATION
In connection with the performance of this Agreement, CORPORATION assures that no person shall be
subject to discrimination because of sex, race, religion, ethnic background, sexual preference, age, handicapped
status or union activity.
Page 7 of 8
XVI. AMENDMENTS
Amendments to the terms or conditions of this Agreement shall be requested in writing by the party desiring
such amendment, and any such amendment shall be effective only upon the mutual Agreement in writing of the
parties hereto.
XVII. INTEGRATED DOCUMENT
This Agreement 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 Agreement shall affect or modify any of the terms or obligations contained in any documents
comprising this Agreement.
XVIII.MISCELLANEOUS
A. The captions of this Agreement are for convenience of reference only, and the words contained therein shall
in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the
provisions of this Agreement.
B. All exhibits attached hereto and referred to in this Agreement are incorporated herein by this reference as if
set forth fully herein.
This AGREEMENT, consisting of eight (8) pages, contains the entire agreement between CITY and
CORPORATION respecting the allocation of CDBG funds for the provision of housing services.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT in triplicate the day and year above
written.
Approved as to form: / City of Cupertino:
By$M1Jj5 4k1 /I oCity Attorney
276. -1- 79�— �fr� 4. !F9
Date Date
Attest: CORPORATION:
By: ill
City Clerk Tuve Director
Date Date
By:
President
Board of Directors
Date
Page 8 of 8
EXHIBIT A
CITY OF CUPERTINO
PROJECT PROPOSAL COVER PAGE
APPLICANT ORGANIZATION
NAME CUPERTINO CCt44UNITY SFZVICFS, INC.
ADDRESS ]0]85 NORTH STELLING ROAD
CUPERTINO, CALIFORNIA 95014
AGENCY DIRECTOR:
NA&E• JAN S EPHENSON
TrTLE• EXE)cCJT ' :Mks; PHONE NO. (4081 255-8013
S4GNATURE
PROJECT NAME. COPE' ' NO/SUNNYVALE ROTATING SHELTER PROGRAM
AMOUNT OF CUPERTINO FUNDS REQUESTED: $ 10,000.00
AMOUNT OF COUNTY COMPETITIVE POOL CDBG FUNDS REQUESTED: $ NOT APPLIED
OTHER FUNDS REQUESTED OR ANTICIPATED: $ 65,UU0.00
TOTAL PROJECT BUDGET $ 186,706.00 including
in-kind
PROJECT contribution:
DESCRIPTION:
Cupertino Community Services, in cooperation with the
Cupertino/Sunnyvale Churches Homeless Shelter Action Group,
began operation of its rotating shelter in August, 1991 .
Established as a transitional housing program, the
Cupertino/Sunnyvale Rotating Shelter provides shelter, meals
and a wide variety of services depending on individual needs
for up to a period of ninety (90) days per "guest" , averaging
15 "guests" per month . Each potential "guest" is carefully
screened; two qualifications are mandatory for the program: 1)
the potential "guest" must be "clean and sober" and 2) ready
and willing to seek, find and keep employment. An agreement
is signed which outlines the purpose of the program and a
caseworker monitors the "guests" progress and adherence to the
program during their shelter stay.
The hosting churches have the responsibility of providing the
housing facility, meals and additional support for the
"guests" .
To impress upon the "guests" that this is pot a "free ride" ,
"guests" are asked to donate any free time they might have to
assisting in the community . From this request, time and
muscle power has been donated to both Cupertino Community
Services and Sunnyvale Community Services as well as the YMCA
and cooking and serving Thanksgiving dinner at the Armory .
6
•
PROPOSED ACTIVITY TIME SCHEDULE
Agency Name CUPERTINO COMMUNITY SERVICES, INC. Project Name CUPERTINO/SUNNYVALE ROTATING SHELrt1t
Fiscal Year 92/93 Progam Year 1992 Date Prepared DECEMBER 20. 1991 PROGRAM
Agency Director JAN STEPHRJSON Project Manager JAN SrEPHENSON
List in detail the major activities to be undertaken to implement the project and the scheduled time they will begin and will
be completed. Once approved, projects will be closely monitored during implementation according to this time schedule.
Activity Jul Aug_ Sep Oct Nov Dec Jan Feb Mar Apr May Jun
1) Maintain the operations of the shelter. X X X X X X X X X X X X
2) Screen and monitor the progress of
the participants. XX XXX XXX X X X X
3) Coordinate efforts with the volunteer
churches. XX XXX XXX X X X X
4) Pursue job possibilities for shelter
"guests". XX XXX XXX X X X X
5) Pursue affordable housing alternatives03 .
for shelter "guests". XX XXX XXX X X X X
P1
x
cr
fra
_ 7
Can this workload be incorporated into the on-going workload of the applicant and successfully be implemented according
to this schedule? Yes X No
(IF FUNDED)
Schedule approved by: JAN STEPHENSON Title: EXECUTIVE Date: DECEMBER 20, 1991
DIRECTOR • •
EXHIBIT E
Inauranre and indemnity Requirements
Indemnity•
Corporation agrees to indemnify and save harmless the City of Cupertino, its officers, employees and elected
officials, boards and commissions from all suits, actions, claims, causes of action, costs, demands, judgements
and liens arising out of the Corporation's performance under this Agreement, including the Corporation's failure
to comply with or carry out any of the provisions of this Agreement.
Insurance:
Corporation shall take out prior to commencement of the performance of the terms of this Agreement, pay for, and
maintain until completion of this Agreement, the following types of Policies. These Policies must cover at least
the following, which are minimum coverages and limits.
I. Comprehensive General Liability Insurance (including the following:)
A. Premises Operations (including completed operations, if the exposure exists).
B. Broad Form Blanket Contractual.
C. Personal Injury, coverages A, B, and C, delete exclusion "C".
All coverages must have a minimum of $500,000 Combined Single Limit.
II. Comprehensive Auto Policy to cover
A. Non-owned.
B. Hired Auto.
These coverages must have a minimum of $500,000 Combined single Limit for bodily
injury and property damage.
III. Errors or Omissions coverage for attorneys and paralegals with a minimum limit of $500,000 per
occurrence Combined Single Limit with no more than $1,000 deductible per occurrence (where
scope of services provides for attorneys and paralegals.)
IV. Medical Malpractice Insurance'
Minimum limits of $500,000 per occurrence with no greater deductible than $1,000 per
occurrence. This is to cover all medical staff associated with the Corporation, such as, but not
limited to, doctors, nurses, and paramedicals (where the scope of services provides for medical
staff.)
V. Worker's Compensation coverage with the statutory limit of liability and $1,000,000 employer's
liability.
Endorsements: On all required insurance the following endorsements must be a part of each policy.
A. The City of Cupertino, its officers and employees, and agents are to be additional insureds.
B. Thirty (30) days notice of cancellation or reduction in coverage of any nature must be given to the
City of Cupertino.
C. The insurance policies must be endorsed to show that they are primary, and any other valid and
collectible insurance the City of Cupertino may have will be excess only.
D. All insurance policies must be satisfactory to the City of Cupertino.
AGREEMENT
This Agreement is made and entered into this ..it day of ,
paL
19 92- , by and between the City of Cupertino, a multicorpo tion
("City") and Cupertino Community Services, a nonprofit corporation
("Corporation") .
WITNESSETH
WHEREAS, City has received funds through a Below Market Rate (BMR)
housing program and funds through other sources including Community
Development Block Grants and one of the purposes of such funds are to
increase and administer the creation of affordable rental housing.
WHEREAS, City has agreed to a pLuyiam whereby ten (10) elderly
congregate units will be available at affordable prices to benefit senior
citizens without economic resources to afford such units. This Agreement
is consistent with the objectives of the Cupertino General Plan Housing
Element, and the City's Affordable Housing Fund.
WHEREAS, City has agreed as part of the program to use a suitable
nonprofit agency to administer the occupancy of these units directly with
the management of Chateau Cupertino and to provide additional services as
specified in the attached exhibits. The City has selected Cupertino
Community Servirns as the administrator of such program.
NOW, THEREFORE, the parties agree as follows:
I. PROGRAM
City agrees to allocate to the Corporation a sum not to exceed $3,544
in funds for the purpose of implementing the housing program ("Program")
as more particularly decrribed in Exhibit "A" (Program Description) ,
Exhibit "B" (Project Work Plan and Time Schedule) , and Exhibit "C"
(Project Budget) .
II. TERM
The term of this Agreement shall begin March 1, 1992 and shall
terminate June 30, 1992, or the date of the expenditure of the total grant
amount provided for herein, or upon the termination date established
pursuant to Section V or Section VII.
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III. OBLIGATIONS OF CORPORATION
A. Organization of Corporation. Corporation shall:
1. Provide City with:
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 nonprofit
status;
d. Names and addresses of the current Board of Directors of
Corporation; and,
e. An adopted copy of Corporation's personnel policies,
procedures and approved affirmative action plan.
2. Report any changes in Corporation's Articles of Incorporation,
Bylaws, Board of Directors, personnel policies and procedures, affirmative
action plan, or tax exempt status immediately to Program Manager.
3. Maintain no member of its Board of Directors as a paid
employee, agent or subcontractor under this Agreement.
4. Open to the public all meetings of its Board of Directors,
except meetings, or portions thereof, dealing with personnel or litigation
matters.
5. Keep minutes of all its regular and special meetings.
6. Comply with all provisions of California Nonprofit Corporation
Law.
B. Program Performance by Corporation. Corporation shall:
1. Screen and place eligible seniors in low-income senior housing
units located in Chateau Cupertino.
2. Screen and place eligible clients in other affordable units as
they are developed by the City. If the number of units developed by the
City exceeds Corporation's staff capacity under this contract, this
agreement may be renegotiated.
3. Maintain a waiting list of qualified applicants.
4. Provide support services to clients placed in affordable
housing units.
5. Provide information and referral services to seniors and their
families.
-2-
6. Explore other housing options for seniors and their families.
7. File annual reports with the City on the types and numbers of
services rendered to Cupertino beneficiaries through the operation of the
project, which reports shall evaluate the manner in which the project is
achieving its gnalc. The reports shall be due within ten (10) working days
of the end of the calendar year and shall cover the entire year
immediately preceding the date on which the report is filed. Said reports
shall be made on forms approved by City. The City may request interim
reports but not more frequently than every three (3) months.
8. Coordinate its services with other existing organizations
providing similar services in order to foster community cooperation and to
avoid unnecessary duplication of services.
9. Notify City within ten (10) days of the receipt of any local,
state, federal, or private sources of revenue for use in support of this
operation or service.
10. Include an acknowledgement of City funding and support where
appropriate.
C. Fiscal Responsibilities of Corporation. Corporation shall:
1. Appoint and submit the name of a fiscal agent who shall be
responsible for the financial and accounting activities of Corporation,
including the receipt and disbursement of Corporation funds. The City
shall immediately be notified in writing of the appointment of a new
fiscal agent and that agent's name.
2. Establish and maintain an accounting system that shall be in
conformance with generally accepted principles of accounting. The
accounting system shall be subject to review and approval of City.
3. Document all Program costs by maintaining records in accordance
with Section III, Paragraph D below.
4. Submit on a quarterly basis, within ten (10) working days of
the end of the quarter, a payment request containing a summary statement
of proposed expenditures and revenue for the quarter immediately following
the date on which the report is filed and cumulative totals from the
effective date of this agreement. In addition, the amount of actual
expenditures shall be reported to City within ten (10) working days of the
end of each quarter. Said reports shall be made on forms approved by City.
5. Submit to the City's Finance Director an annual audit performed
by an independent auditor.
6. Certify insurability subject to City approval.
7. If applicable, submit an indirect cost plan to City for
approval.
-3-
8. Items 1 through 7 are express conditions precedent to any City
funding and failure to comply with these conditions will, at discretion of
City, result in suspension of funding or termination of this Agreement.
9. Corporation is liable for repayment of all disallowed costs.
Disallowed costs may be identified through audits, monitoring or other
sources. Corporation shall be required to respond to any adverse findings
which may lead to disallowed costs.
D. Establishment and Maintenance of Records. Corporation shall
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 (1) all direct and indirect costs of whatever nature claimed to
have been incurred or anticipated to be incurred to perform this Agreement
or to operate the Program, and (2) all other matters covered by this
Agreement.
E. Preservation of Records. Corporation shall preserve and make
available its records:
1. until the expiration of three years from the date of final
payment to Corporation under this Agreement; or
2. for such longer period, if any, as is required by applicable
law; or,
3. if this Agreement is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period of three years from the date of termination.
F. Examination of Records; Facilities. At any time during normal
business hours, and as often as may be deemed necessary, Corporation
agrees that the City's authorized representative(s) may until expiration
of (1) three years after final payment under this Agreement, (2) three
years from the date of termination of this agreement, or (3) such longer
period as may be de rribed by applicable law, have an ss to and the right
to examine its plants, offices and facilities u cd in the performance of
this Agreement or the operation of the Program, and all its records with
respect to the Program and all matters covered by this Agreement.
Corporation also agrees that the City's authorized representative(s) shall
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,
material and all other data relating to the Program and matters covered by
this Agreement. 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 shall become familiar and comply
with and canoe all its subcontractors and employees, if any, to become
familiar and comply with all applicable federal, state and local laws,
ordinances, codes, regulations and decrees.
-4-
IV. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Agreement, City shall
reimburse Corporation for all allowable costs and expenses incurred in
connection with the Program, not to exceed the total sum of Three Thousand
Five Hundred Forty Four Dollars ($3,544.00) except that the City may,
after the corrective action procedure is followed, suspend or terminate
payment to Corporation, in whole or in part, under this Agreement or not
to make any particular payment under this Agreement based on Corporation's
noncompliance, including, but not limited to, incomplete documentation of
expenses, failure to submit adequate progress reports as required herein
or other incidents of noncompliance as degrribed in Section V, Paragraph
B, of this Agreement
V. CONI'RACP COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluation and monitoring of
the Program performance shall be the mutual responsibility of both City
and Corporation. Corporation shall furnish all data, statements, records,
information and reports necessary for Program Manager to monitor, review
and evaluate the performance of the Program and its components. City shall
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. Upon receipt by City of any information
that evidences a failure by Corporation to comply with any provision of
this Agreement, City shall have the right to require corrective action to
enforce compliance with such provision. Areas of noncompliance include but
are not limited to:
1. If Corporation (with or without knowledge) shall have made any
material misrepresentation of any nature with respect to any information
or data furnished by City in connection with the Program.
2. If there is pending litigation with respect to the performance
by Corporation of any of its duties or obligations under this Agreement
which may materially jeopardize or adversely affect the undertaking of or
the carrying out of the Program.
3. If Corporation shall have taken any action pertaining to the
Program which requires City approval without having obtained such
approval.
4. If Corporation is in default under any provision of this
Agreement.
5. If Corporation makes improper use of City funds.
-5-
6. If Corporation submits to City any report which is incorrect or
incomplete in any material respect.
C. Corrective Action Procedure. City upon occurrence or discovery of
noncompliance by Corporation under this Agreement, shall give Corporation
notice of City's intention to demand corrective action to enforce
compliance. Such notice shall indicate the nature of the noncompliance and
the procedure whereby Corporation shall have the opportunity to
participate in formulating any corrective action recommendation. City
shall have the right to require the Corporation President and/or Executive
Director to appear at a hearing or meeting called for the purpose of
corrective action. Thereafter, City shall forward to Corporation specific
corrective action recommendations and a detailed timetable for
implementing these recommendations; such timetable shall allow Corporation
not less than ten (10) nor more than thirty (30) days to conply. Following
implementation of the corrective actions, Corporation shall forward to
City, within the time specified by City, any documentary evidence required
by City to verify that the corrective actions have been taken.
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 Agreement.
D. Termination for Cause. Notwithstanding anything to the contrary
contained in the foregoing, City may terminate this Agreement by written
notice to Corporation, if any of the events of noncompliance listed in
Section V, Paragraph B, occur or are discovered, if Corporation does not
implement any recommended corrective action, if Corporation is in
bankruptcy or receivership, if a member of the Corporation's Board of
Directors, the Executive Director or other administrative staff person is
the subject of investigation for wrongdoing, or if there is reliable
evidence that Corporation is unable to operate the Program. Termination
under this section shall be effective on the date notice of termination is
received or such later date as may be specified in the notice.
VI. PROGRAM COORDINATION
A. City: The Housing and Services Coordinator, or his/her designee,
shall be the Program Manager for the City and shall monitor progress and
performance of this Agreement for City. The Program Manager shall be
responsible for all servires agreed to be performed by City.
B. Corporation: A single Program Director who shall have overall
responsibility for the progress and execution of this Agreement shall be
assigned. Should circumstanrrc or conditions subsequent to the execution
of this Agreement require a substitute or replacement Program Director,
Corporation shall immediately notify City of such occurrence. Program
Director and Corporation staff will cooperate fully with City in
fulfillment of this Agreement.
-6-
C. Correspondence: All correspondence and notices required by this
Agreement shall be sent to the parties at the following address:
City: Housing and Services Coordinator
Department of Community Development
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014
Corporation: Executive Director
Cupertino Community Services
10185 North Stelling Road
Cupertino, California 95015
All notices shall either be hand delivered or sent by United States
mail, registered or certified, postage prepaid. Notices given in such a
manner shall 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 (5) days
written notice of such change to the other party in the manner provided in
this section.
VII. TERMINATION
A. in addition to City's right to terminate for cause set forth in
Section V, either City or Corporation may suspend or terminate this
Agreement for any reason by giving thirty (30) days prior written notice
to the other party. Upon receipt of such notice, performance of the
services hereunder will be immediately discontinued.
B. Upon termination, either under this Section VII or Section V,
Corporation shall:
1. be paid for all documented services actually rendered to City
to the date of such termination; provided, however, City shall be
obligated to compensate Corporation only for that portion of Corporation's
services which are allowable costs and expenses as determined by an audit
or other monitoring device;
2. turn over to City immediately any and all copies of studies,
reports and other data, whether or not completed, prepared by Corporation
or its subcontractors, if any, in connection with this Agreement. All
documents from applicants or regarding applicants shall be treated
confidentially. Such materials shall become property of City. Corporation,
however, shall not be liable to City's use of incomplete materials or for
City's use of completed documents if used for other than services
contemplated by this Agreement; and
-7-
3. transfer to the City any City funds on hand and any accounts
receivable attributable to the use of City funds. All assets acquired with
City funds shall be returned to the City.
C. Upon termination of this Agreement, Corporation shall immediately
provide City access to all documents, records, payroll, minutes of
meetings, correspondence and all other data pertaining to the City funds
granted to Corporation pursuant to this Agreement.
VIII. PURCHASING REAL OR PERSONAL PROPERTY
A. Title to Personal Property. Title to any personal property used in
connection with the project shall vest as follows:
1. Personal property donated or purchased with other than City
funds shall became the property of Corporation or person specified by the
donor or funding source; otherwise the same shall become the property of
City except for property and equipment as described in 2.
2. Personal property and equipment permanently affixed to building
owned by Corporation shall become the property of Corporation.
3. All other personal property, supplies and equipment purchased
pursuant to this Agreement and not consumed shall become property of City.
B. Nonexpendable Property. Nonexpendable property purchased by
Corporation with funds provided by City, with a purchase price in exrPss
of One Hundred Dollars ($100) , must be approved in advance in writing by
City. City shall retain title to said property. If a Program will be
continued beyond termination of this Agreement, City at its option, may
revert title to Corporation.
C. Purchase of Real Property. None of the funds provided under this
Agreement shall be used for the purchase of real property, unless City
approves such purchase in writing containing any conditions the City deems
appropriate prior to the time Corporation finalizes such purchase.
Approval of any such contract or an option to purchase shall be prcrrnssed
through the Program Manager.
D. Security Document. As a condition precedent to City releasing funds
for the purchase of real property or an option to purchase real property,
Corporation shall prepare and execute a promissory note, deed of trust or
other Agreement restricting the use of said real property for purposes
consistent with this Agreement.
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IX. PROGRAM INCOME
Income generated by the Program shall be retained by Corporation. Such
income shall be used to reduce the monthly request for funds under this
Agreement and for the same purposes and activities de'-ribed in Exhibit A.
All provisions of this Agreement shall apply to the use of Program income
for such activities.
X. INDEPENDENT CONTRACTOR
This is anAgreement by and between independent contractors and is not
intended and shall 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 subcontractors, shall not have any claim under this Agreement or
otherwise against City for any Social Security, Worker's Compensation, or
employee benefits extended to employees of City.
XI. ASSIGNABILITY
A. This Agreement may not be assumed nor assigned to another
corporation, person, partnership or any other entity without the prior
written approval of City.
B. None of the work or services to be performed hereunder shall be
assigned, delegated or subcontracted to third parties without the prior
written approval of City. Copies of all third party contracts shall be
submitted to City at least thirty (30) days prior to the proposed
effective date. In the event City approves any such assignment, delegation
or subcontract, the subcontractors, assignees or delegates shall be deemed
to be employees of Corporation, and Corporation shall be responsible for
their performance and any liabilities attaching to their actions or
omissions.
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
City and Corporation agree to maintain the confidentiality of any
information regarding applicants for services offered by the Program
pursuant to this Agreement or their immediate families which may be
obtained through application forms, questionnaires, interviews, tests,
reports from public agencies or counselors, or any other source. Without
the written permission of the applicant, such information shall be
divulged only as necessary for purposes related to the performance or
evaluation of the services and work to be provided pursuant to this
Agreement, and then only to persons having responsibilities under this
Agreement, including those furnishing services under the Program through
approved subcontracts.
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XIII. HOLD HARMLESS
Corporation shall indemnify and hold City, its officers, employees and
elected officials, boards and commissions, harmless with respect to any
damages, including attorney's fees and court costs, arising from:
A. the failure of the Program to comply with applicable laws,
ordinances, codes, regulations and decrees; or,
B. any negligence or omission arising out of any work or services
provided by Corporation, its officers, employees, agents or subcontractors
under the Program or this Agreement.
C. City shall indemnify and hold corporation, its officers, and
employees harmless with respect to any damages, including attorney's fens
and court costs, arising out of any negligent act or omission arising out
of any work or services provided by City, its offirers, and employees
under this Agreement.
XIV. WAIVER OF RIGHTS AND RFMEDIFS
In no event shall any payment by City constitute or be construed to be
a waiver by City of any breach of the covenants or conditions of this
agreement 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 shall
exist shall in no way impair or prejudice any right or remedy available to
City with respect to such breach or default. In no event shall 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
Agreement.
XV. NONDISCRIIMINATION
In connection with the performance of this Agreement, Corporation
assures that no person shall be subject to discrimination because of sex,
race, religion or ethnic background.
XVI. AMENDMENTS
Amendments to the terms or conditions of this Agreement shall be
requested in writing by the party desiring such amendment, and any such
amendment shall be effective only upon the mutual Agreement in writing of
the parties hereto.
XVII. INTEGRATED DOCUMENT
This Agreement 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 Agreement shall affect or modify any of the terms or obligations
contained in any documents comprising this Agreement.
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• XVIII. MISCELLANEOUS
A. The captions of this Agreement are for convenience of reference
only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of
the provisions of this Agreement.
B. All exhibits attached hereto and referred to in this Agreement are
incorporated herein by this reference as if set forth fully herein.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate the day and year above written.
Approved as to .. • City of Cupe/rrtino::
By; ` ,,tufretb 1211, v4�Jny�-
City Attorney or
Date Date
Attest:
Co •• ation:By: III
City Clerk f �V:tive Director
/'tom 9Y sec-� - 2�
Date Date
By: ICA. 27 C
: esident
•• • 3of Directors
Date
misc/crgagree
-11-
AGREEMENT
This Agreement is made and entered into this 2-/ day of ,
19 72-, , by and between the City of Cupertino, a munici PAT-
This
("City") and Cupertino Community Services, a nonprofit corporation
("Corporation") .
WPiNFSSETH
WHEREAS, City has received funds through a Below Market Rate (BMR)
housing program and funds through other sourcing including Community
Development Block Grants and one of the purposes of such funds are to
increase and administer the creation of affordable rental housing.
WHEREAS, City has agreed to a program whereby ten (10) elderly
congregate units will be available at affordable prices to benefit senior
citizens without economic resources to afford such units. This Agreement
is consistent with the objectives of the Cupertino General Plan Housing
Element, and the City's Affordable Housing Fund.
WHEREAS, City has agreed as part of the program to use a suitable
nonprofit agency to administer the occupancy of these units directly with
the management of Chateau Cupertino and to provide additional services as
specified in the attached exhibits. The City has selected Cupertino
Community Services as the administrator of such program.
NOW, THEREFORE, the parties agree as follows:
I. PROGRAM
City agrees to allocate to the Corporation a sum not to exceed $10,770
in funds for the purpose of implementing the housing program ("Program")
as more particularly described in Exhibit "A" (Program Description) ,
Exhibit "B" (Project Work Plan and Time Schedule) , and Exhibit "C"
(Project Budget) .
II. TERM
The term of this Agreement shall begin July 1, 1992 and shall
terminate June 30, 1993, or the date of the expenditure of the total grant
amount provided for herein, or upon the termination date established
pursuant to Section V or Section VII.
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III. OBLIGATIONS OF CORPORATION
A. Organization of Corporation. Corporation shall:
1. Provide City with:
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 nonprofit
status;
d. Names and addresses of the current Board of Directors of
Corporation; and,
e. An adopted copy of Corporation's personnel policies,
procedures and approved affirmative action plan.
2. Report any changes in Corporation's Articles of Incorporation,
Bylaws, Board of Directors, personnel policies and procedures, affirmative
action plan, or tax exempt status immediately to Program Manager.
3. Maintain no member of its Board of Directors as a paid
employee, agent or subcontractor under this Agreement.
4. Open to the public all meetings of its Board of Directors,
except meetings, or portions thereof, dealing with personnel or litigation
matters.
5. Keep minutes of all its regular and special meetings.
6. amply with all provisions of California Nonprofit Corporation
Law.
B. PiuyIam Performance by Corporation. Corporation shall:
1. Screen and place eligible seniors in low-income senior housing
units located in Chateau Cupertino.
2. Screen and place eligible clients in other affordable units as
they are developed by the City. If the number of units developed by the
City exceeds Corporation's staff capacity under this contract, this
agreement may be renegotiated.
3. Maintain a waiting list of qualified applicants.
4. Provide support serviras to clients placed in affordable
housing units.
5. Provide information and referral servicpa to seniors and their
families.
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6. Explore other housing options for seniors and their families.
7. File annual reports with the City on the types and numbers of
services rendered to Cupertino beneficiaries through the operation of the
project, which reports shall evaluate the manner in which the project is
achieving its goals. The reports shall be due within ten (10) working days
of the end of the calendar year and shall cover the entire year
immediately preceding the date on which the report is filed. Said reports
shall be made on forms approved by City. The City may request interim
reports but not more frequently than every three (3) months.
8. Coordinate its services with other existing organizations
providing similar services in order to foster community cooperation and to
avoid unnecessary duplication of services.
9. Notify City within ten (10) days of the receipt of any local,
state, federal, or private sources of revenue for use in support of this
operation or service.
10. Include an acknowledgement of City funding and support where
appropriate.
C. Fiscal Responsibilities of Corporation. Corporation shall:
1. Appoint and submit the name of a fiscal agent who shall be
responsible for the financial and accounting activities of Corporation,
including the receipt and disbursement of Corporation funds. The City
shall immediately be notified in writing of the appointment of a new
fiscal agent and that agent's name.
2. Establish and maintain an accounting system that shall be in
conformance with generally accepted principles of accounting. The
accounting system shall be subject to review and approval of City.
3. Document all Program costs by maintaining records in accordance
with Section III, Paragraph D below.
4. Submit on a quarterly basis, within ten (10) working days of
the end of the quarter, a payment request containing a summary statement
of proposed expenditures and revenue for the quarter immediately following
the date on which the report is filed and cumulative totals from the
effective date of this agreement. In addition, the amount of actual
expenditures shall be reported to City within ten (10) working days of the
end of each quarter. Said reports shall be made on forms approved by City.
5. Submit to the City's Finance Director an annual audit performed
by an independent auditor.
6. Certify insurability subject to City approval.
7. If applicable, submit an indirect cost plan to City for
approval.
-3-
8. Items 1 through 7 are express conditions precedent to any City
funding and failure to comply with these conditions will, at discretion of
City, result in suspension of funding or termination of this Agreement.
9. Corporation is liable for repayment of all disallowed costs.
Disallowed costs may be identified through audits, monitoring or other
sources. Corporation shall be required to respond to any adverse findings
which may lead to disallowed costs.
D. Establishment and Maintenance of Records. Corporation shall
maintain complete and accurate records of all its transactions including,
but not limited to, conaacts, invoices, time cards, cash receipts,
vouchers, canceled checks, bank statements, client statistical records,
personnel, property and all other pertinent records sufficient to reflect
properly (1) all direct and indirect costs of whatever nature claimed to
have been incurred or anticipated to be incurred to perform this Agreement
or to operate the Program, and (2) all other matters covered by this
Agreement.
E. Preservation of Records. Corporation shall preserve and make
available its records:
1. until the expiration of three years from the date of final
payment to Corporation under this Agreement; or
2. for such longer period, if any, as is r ,ired by applicable
law; or,
3. if this Agreement is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period of three years from the date of termination.
F. &amination of Records; Facilities. At any time during normal
business hours, and as often as may be deemed necessary, Corporation
agrees that the City's authorized representative(s) may until expiration
of (1) three years after final payment under this Agreement, (2) three
years from the date of termination of this agreement, or (3) such longer
period as may be describer) by applicable law, have arress to and the right
to examine its plants, offices and facilities used in the performance of
this Agreement or the operation of the Program, and all its records with
respect to the Program and all matters covered by this Agreement.
Corporation also agrees that the City's authorized representative(s) shall
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,
material and all other data relating to the Program and matters covered by
this Agreement. 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 shall become familiar and comply
with and cause all its subcontractors and employees, if any, to become
familiar and comply with all applicable federal, state and local laws,
ordinances, codes, regulations and decrees.
-4-
IV. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Agreement, City shall
reimburse Corporation for all allowable costs and expenses incurred in
connection with the Program, not to exceed the total sum of Ten Thousand
Seven Hundred Seventy Dollars ($10,770.00) except that the City may, after
the corrective action procedure is followed, suspend or terminate payment
to Corporation, in whole or in part, under this Agreement or not to make
any particular payment under this Agreement based on Corporation's
noncompliance, including, but not limited to, incomplete documentation of
expenses, failure to submit adequate progress reports as required herein
or other incidents of noncappliance as described in Sa Lion V, Paragraph
B, of this Agreement
V. CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluation and monitoring of
the Program performance shall be the mutual responsibility of both City
and Corporation. Corporation shall furnish all data, statements, records,
information and reports necessary for Program Manager to monitor, review
and evaluate the performance of the Program and its components. City shall
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. Upon receipt by City of any information
that evidences a failure by Corporation to comply with any provision of
this Agreement, City shall have the right to require corrective action to
enforce compliance with such provision. Areas of noncompliance include but
are not limited to:
1. If Corporation (with or without knowledge) shall have made any
material misrepresentation of any nature with respect to any information
or data furnished by City in connection with the Program.
2. If there is pending litigation with respect to the performance
by Corporation of any of its duties or obligations under this Agreement
which may materially jeopardize or adversely affect the undertaking of or
the carrying out of the Program.
3. If Corporation shall have taken any action pertaining to the
Program which requires City approval without having obtained such
approval.
4. If Corporation is in default under any provision of this
Agreement.
5. If Corporation makes improper use of City funds.
-5-
is
6. If Corporation submits to City any report which is incorrect or
incomplete in any material respect.
C. Corrective Action Procedure. City upon occurrence or discovery of
noncompliance by Corporation under this Agreement, shall give Corporation
notice of City's intention to demand corrective action to enforce
compliance. Such notice shall indicate the nature of the noncompliance and
the procedure whereby Corporation shall have the opportunity to
participate in formulating any corrective action recommendation. City
shall have the right to require the Corporation President and/or Executive
Director to appear at a hearing or meeting called for the purpose of
corrective action. Thereafter, City shall forward to Corporation specific
corrective action recommendations and a detailed timetable for
implementing these recommendations; such timetable shall allow Corporation
not less than ten (10) nor more than thirty (30) days to comply. Following
implementation of the corrective actions, Corporation shall forward to
City, within the tine specified by City, any documentary evidence required
by City to verify that the corrective actions have been taken.
In the event that Corporation does not implement the corrective action
recon nendations in accordance with the corrective action timetable, City
may suspend payments hereunder or terminate this Agreement.
D. Termination for Cause. Notwithstanding anything to the contrary
contained in the foregoing, City may terminate this Agreement by written
notice to Corporation, if any of the events of noncompliance listed in
Section V, Paragraph B, occur or are discovered, if Corporation does not
implement any recommended corrective action, if Corporation is in
bankruptcy or receivership, if a member of the Corporation's Board of
Directors, the Executive Director or other administrative staff person is
the subject of investigation for wrongdoing, or if there is reliable
evidence that Corporation is unable to operate the Program. Termination
under this section shall be effective on the date notice of termination is
received or such later date as may be specified in the notice.
VI. PROGRAM COORDINATION
A. City: The Housing and Services Coordinator, or his/her designee,
shall be the Program Manager for the City and shall monitor progress and
performance of this Agreement for City. The Program Manager shall be
responsible for all services agreed to be performed by City.
B. Corporation: A single Program Director who shall have overall
responsibility for the progress and execution of this Agreement shall be
assigned. Should circumstances or conditions subsequent to the execution
of this Agreement require a substitute or replacement Program Director,
Corporation shall immediately notify City of such occurrence. Program
Director and Corporation staff will cooperate fully with City in
fulfillment of this Agreement.
-6-
C. Correspondence: All correspondence and notices required by this
Agreement shall be sent to the parties at the following address:
City: Housing and Servirrs Coordinator
Department of Community Development
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014
Corporation: Executive Director
Cupertino Community Services
10185 North Stelling Road
Cupertino, California 95015
All notices shall either be hand delivered or sent by United States
mail, registered or certified, postage prepaid. Notices given in such a
manner shall 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 (5) days
written notice of such change to the other party in the manner provided in
this section.
VII. TERMINATION
A. In addition to City's right to terminate for cause set forth in
Section V, either City or Corporation may suspend or terminate this
Agreement for any reason by giving thirty (30) days prior written notice
to the other party. Upon receipt of such notice, performance of the
servires hereunder will be immediately discontinued.
B. Upon termination, either under this Section VII or Section V,
Corporation shall:
1. be paid for all documented services actually rendered to City
to the date of such termination; provided, however, City shall be
obligated to compensate Corporation only for that portion of Corporation's
services which are allowable costs and expenses as determined by an audit
or other monitoring device;
2. turn over to City immediately any and all copies of studies,
reports and other data, whether or not colleted, prepared by Corporation
or its subcontractors, if any, in connection with this Agreement. All
documents from applicants or regarding applicants shall be treated
confidentially. Such materials shall become property of City. Corporation,
however, shall not be liable to City's use of incomplete materials or for
City's use of completed documents if used for other than servires
contemplated by this Agreement; and
-7-
3. transfer to the City any City funds on hand and any accounts
receivable attributable to the use of City funds. All assets acquired with
City funds shall be returned to the City.
C. Upon termination of this Agreement, Corporation shall immediately
provide City access to all documents, records, payroll, minutes of
meetings, correspondence and all other data pertaining to the City funds
granted to Corporation pursuant to this Agreement.
VIII. PURCHASING REAL OR PERSONAL PROPERTY
A. Title to Personal Property. Title to any personal property used in
connection with the project shall vest as follows:
1. Personal property donated or purchased with other than City
funds shall became the property of Corporation or person specified by the
donor or funding source; otherwise the same shall become the property of
City except for property and equipment as described in 2.
2. Personal property and equipment permanently affixed to building
owned by Corporation shall become the property of Corporation.
3. All other personal property, supplies and equipment purchased
pursuant to this Agreement and not consumed shall become property of City.
B. Nonexpendable Property. Nonexpendable property purchased by
Corporation with funds provided by City, with a purchase price in excess
of One Hundred Dollars ($100) , must be approved in advance in writing by
City. City shall retain title to said property. If a Program will be
continued beyond termination of this Agreement, City at its option, may
revert title to Corporation.
C. Purchase of Real Property. None of the funds provided under this
Agreement shall be used for the purchase of real property, unless City
approves such purchase in writing containing any conditions the City deems
appropriate prior to the time Corporation finalizes such purchase.
Approval of any such contract or an option to purchase shall be processed
through the Program Manager.
D. Security Document. As a condition precedent to City releasing funds
for the purchase of real property or an option to purchase real property,
Corporation shall prepare and execute a promissory note, deed of trust or
other Agreement restricting the use of said real property for purposes
consistent with this Agreement.
-8-
IX. PROGRAM INCOME
Income generated by the Program shall be retained by Corporation. Such
income shall be used to reduce the monthly request for funds under this
Agreement and for the same purposes and activities described in Ekhibit A.
All provisions of this Agreement shall apply to the use of Program income
for such activities.
X. INDEPENDENT CONTRACIOR
This is an Agreement by and between independent contractors and is not
intended and shall not be construed to create the relationship of agent,
servant, employee, partnership, joint venture or association betwccn
Corporation and City. Corporation, including its officers, employees,
agents or subcontractors, shall not have any claim under this Agreement or
otherwise against City for any Social Security, Worker's Compensation, or
employee benefits extended to employees of City.
XI. ASSIGNABILITY
A. This Agreement may not be assumed nor assigned to another
corporation, person, partnership or any other entity without the prior
written approval of City.
B. None of the work or services to be performed hereunder shall be
assigned, delegated or subcontracted to third parties without the prior
written approval of City. Copies of all third party contracts shall be
suhmmitted to City at least thirty (30) days prior to the proposed
effective date. In the event City approves any such assignment, delegation
or subcontract, the subcontractors, assignees or delegates shall be deemed
to be employees of Corporation, and Corporation shall be responsible for
their performance and any liabilities attaching to their actions or
omissions.
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
City and Corporation agree to maintain the confidentiality of any
information regarding applicants for services offered by the Program
pursuant to this Agreement or their immediate families which may be
obtained through application forms, questionnaires, interviews, tests,
reports Liana public agencies or counselors, or any other source. Without
the written permission of the applicant, such information shall be
divulged only as necessary for purposes related to the performance or
evaluation of the services and work to be provided pursuant to this
Agreement, and then only to persons having responsibilities under this
Agreement, including those furnishing services under the Program through
approved subcontracts.
-9-
XIII. HOLD HARMLESS
Corporation shall indemnify and hold City, its offirprs, employees and
elected officials, boards and commissions, harmless with respect to any
damages, including attorney's fees and court costs, arising from:
A. the failure of the Program to comply with applicable laws,
ordinances, rules, regulations and decrees; or,
B. any negligence or omission arising out of any work or services
provided by Corporation, its officers, employees, agents or subcontractors
under the Piuyzam or this Agreement.
C. City shall indemnify and hold corporation, its officers, and
employees harmless with respect to any damages, including attorney's fees
and court costs, arising out of any negligent act or omission arising out
of any work or services provided by City, its officers, and employees
under this Agreement.
XIV. WAIVER OF RIGHTS AND REFRIES
In no event shall any payment by City constitute or be construed to be
a waiver by City of any breach of the covenants or conditions of this
agreement 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 shall
exist shall in no way impair or prejudice any right or remedy available to
City with respect to such breach or default. In no event shall 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
Agreement.
XV. NONDISCRIMINATION
In connection with the performance of this Agreement, Corporation
assures that no person shall be subject to discrimination because of sex,
race, religion or ethnic background.
XVI. ANTS
Amendments to the terms or conditions of this Agreement shall be
requested in writing by the party desiring such amendment, and any such
amendment shall be effective only upon the mutual Agreement in writing of
the parties hereto.
XVII. INTEGRATED DOCUMENT
This Agreement 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 Agreement shall affect or modify any of the terms or obligations
contained in any documents comprising this Agreement.
-10-
XVIII. MISCELLANEOUS
A. The captions of this Agreement are for convenience of reference
only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of
the provisions of this Agreement.
B. All exhibits attached hereto and referred to in this Agreement are
incorporated herein by this reference as if set forth fully herein.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate the day and year above written.
City of Cupertino
,:
//
7rsg1/ By: aA-A_ 911 4.441N
City Attorney yor
Date Date
Attest:
Corpor• ion:
� � - By: Li
City Clerk (/ 2. Nerve Director
Date Date
By: 41
API.. . of Directors
t y19Y
Da
misc/ccsagree
-11-
0051
AGREEMENT
Th7i.s Agreement is made and entered into this er,biday of _C ,
. 19 // , by and between the City of Cupertino, a municipal ration
("CITY") and Cupertino Community Services, a nonprofit corporation
("CORPORATION") .
WITNESSETH
WHEREAS, CITY has received Community Development Block Grant
(hereinafter "CDBG") funds through a Joint Powers Agreement with Santa
Clara County, which is an Urban County entitled to CDBG funds from the
Federal Department of Housing and Urban Development ("HUD") .
WHEREAS, CITY has agreed to allocate a portion of its CDBG funds to
COPORATION as a sub-recipient for housing-related activities within the
CITY which shall primarily benefit very low and low income households.
NOW, THEREFORE, the parties agree as follows:
I. PROGRAM
CITY agrees to allocate to the CORPORATION a sum of ten thousand
dollar $10,000.00 in CDBG funds for the purpose of implementing the
housing program ("PROGRAM") as more particularly described in Exhibit "A"
(Program Description) , Exhibit "B" (Project Work Plan) , Exhibit "C"
(Proposed Implementation Time Schedule) , and Exhibit "D" (Project Budget) .
II. TERM
The term of this Agreement shall begin July 1, 1991 and shall
terminate June 30, 1992, or the date of the expenditure of the total grant
amount provided for herein, or upon the termination date established
pursuant to Section V or Section VII.
• III. OBLIGATIONS OF CORPORATION
A. Organization of Corporation. CORPORATION shall:
1. Provide CITY with:
a. Its Articles of Incorporation under the laws of the
State of California;
b. A copy of the current Bylaws of Corporation;
-1-
•
c. Documentation of its Internal Revenue Service nonprofit
status;
•
d. Names and addresses of the current Board of Directors of
CORPORATION; and,
e. An adopted copy of CORPORATION's personnel policies,
procedures and approved affirmative action plan.
2. Report any changes in CORPORATION's Articles of
Incorporation, Bylaws, Board of Directors, personnel policies and
procedures, affirmative action plan, or tax exempt status immediately to
Program Manager.
3. Maintain no member of its Board of Directors as a paid
employee, agent or subcontractor under this Agreement.
4. Open to the public all meetings of its Board of Directors,
except meetings, or portions thereof, dealing with personnel or litigation
matters.
5. Keep minutes of all its regular and special meetings.
6. Comply with all provisions of California Nonprofit
Corporation Law.
B. Program Performance by CORPORATION. CORPORATION shall:
1. Conduct the PROGRAM within the City of Cupertino for the
purpose of benefiting very low and low income households.
2. File quarterly narrative reports with the CITY on the types
and numbers of serviris rendered to Cupertino beneficiaries through the
operation of the project, which reports shall evaluate the manner in which
the project is achieving its goals according to standards established by
CITY. The reports shall be due within ten (10) working days of the end of
each quarter and shall cover the quarter immediately preceding the date on
which the report is filed. Said reports shall be made on forms approved
by CITY.
3. Coordinate its services with other existing organizations
providing similar servies 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 such award, inform CITY within ten days.
5. Include an acknowledgement of CITY funding and support on
PRROGRAM stationery and on all appropriate publicity and publications
using words to the effect; "funded in whole or part by City of Cupertino
Community Development Block Grant Funds."
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C. Fiscal Responsibilities of CORPORATION. ODRPORATION shall:
1. Appoint and submit the name of a fiscal agent who shall be
. responsible for the financial and accounting activities of Corporation,
including the receipt and diel- rsement of CORPORATION funds. The CITY
shall immediately be notified in writing of the appointment of a new
• fiscal agent and that agent's name.
2. Establish and maintain an accounting system that shall be in
conformance with generally arrepted principles of accounting. The
accounting system shall be subject to review and approval of CITY.
3. Document all PROGRAM costs by maintaining records in
accordance with Section III, Paragraph D below.
4. Submit on a quarterly basis, within ten (10) working days of
the end of the quarter, a payment request containing a summary statement
of proposed expenditures and revenue for the quarter immediately following
the date on which the report is filed and cumulative totals froth the
effective date of this agreement. Said reports shall be made on forms
approved by CITY .
5. Submit for approval by CITY any lease agreement either
contemplated or in effect.
6. Certify insurability subject to CITY approval as outlined in
Exhibit "E" (Insurance) .
7. If applicable, submit an indirect cost plan to CITY for
approval.
8. Items 1 through 7 are express conditions precedent to any
CITY funding and failure to comply with these conditions will, at
discretion of CITY, result in suspension of funding or termination of this
Agreement.
9. Corporation is liable for repayment of all disallowed costs.
Disallowed costs may be identified through audits, monitoring or other
sources. CORPORATION shall be required to respond to any adverse findings
which may lead to disallowed costs. The CITY shall make the final
determination of disallowed costs, subject to provisions of OMB Circular
A-122, "Cost Principles for Non-Profit Organizations."
D. Establishment and Maintenance of Records. CORPORATION shall
maintain complete and accurate records of all its transactions including,
but not limiters to, contracts, invoires, time cards, cash receipts,
vouchers, canceled checks, bank statements, client statistical records,
personnel, property and all other pertinent records sufficient to reflect
properly (1) all direct and indirect costs of whatever nature claimed to
have been incurred or anticipated to be incurred to perform this Agreement
or to operate the Program, and (2) all other matters covered by this
Agreement.
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E. Preservation of Records. CORPORATION shall preserve and make
available its records:
1. until the expiration of three years from the date of final
payment to CORPORATION under this Agreement; or
2. for such longer period, if any, as is required by applicable
law; or,
•
3. if this Agreement is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period of three years from the date of termination.
F. Examination of Records; Facilities. At any time during normal
business hours, and as often as may be deemed necessary, CORPORATION
agrees that HOD and the CITY and/or authorized representative(s) may until
expiration of (1) three years after final payment under this Agreement,
(2) three years from the date of termination of this agreement, or (3)
such longer period as may be described by applicable law, have ampss to
and the right to examine its plants, offices and facilities used in the
performance of this Agreement or the operation of the PROGRAM, and all its
records with respect to the PROGRAM and all matters covered by this
Agreement. CORPORATION also agrees that CITY or any duly authorized
representative(s) shall 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, material and all other data relating to the
PROGRAM and matters covered by this Agreement. 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 shall become familiar and
comply with and cause all its subcontractors and employees, if any, to
become familiar and comply with all applicable federal, state and local
laws, ordinances, codes, regulations and decrees includidng, but not
limited to, those federal rules and regulations, executive orders and
statues identified in Exhibit "F" (Assuranres) Specifically, CORPORATION
shall comply with the requirements and standards of OMB Circular No.
A-122, "Cost Principles for Non-Profit Organizations" and the following
attachments to OMB Circular No. A-110:
1. Attachment A, : "Cash Depositories," except for Paragraph 4
concerning deposit insurance;
2. Attachment B, "Bonding and Insurance;"
3. Attachment C, "Retention and Custodial Requirements for
Records;"
-4-
Program which requires CITY approval without having obtained such
' approval.
4. If CORPORATION is in default under any provision of this
Agreement.
5. If CORPORATION makes improper use of CITY funds.
6. If CORPORATION submits to CITY any report which is incorrect or
incomplete in any material respect.
C. Corrective Action Procedure. CITY upon occurrence or discovery of
noncompliance by CORPORATION under this Agreement, shall give CORPORATION
notice of CITY'S intention to demand corrective action to enforce
compliance. Such notice shall indicate the nature of the noncompliance and
the procedure whereby CORPORATION shall have the opportunity to
participate in formulating any corrective action recommendation. CITY
shall have the right to require the CORPORATION President and/or Executive
Director to appear at a hearing or meeting called for the purpose of
corrective action. Thereafter, CITY shall forward to CORPORATION specific
corrective 'action recommendations and a detailed timetable for
implementing these recommendations; such timetable shall allow CORPORATION
not less than ten (10) nor more than thirty (30) days to comply.
Following implementation of the corrective actions, CORPORATION shall
forward to CITY, within the time specified by CITY, any documentary
evidence required by CITY to verify that the corrective actions have been
taken.
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 Agreement.
D. Termination for Cause. Notwithstanding anything to the contrary
contained in the foregoing, CITY may terminate this Agreement by written
notice to Corporation, if any of the events of noncompliance listed in
Section V, Paragraph B, occur or are discovered, if CORPORATION does not
implement any recommended corrective action, if CORPORATION is in
bankruptcy or receivership, if a member of the Corporation's Board of
Directors, the Executive Director or other administrative staff person is
the subject of investigation for wrongdoing, or if there is reliable
evidence that CORPORATION is unable to operate the PROGRAM. Termination
under this section shall be effective on the date notice of termination is
received or such later date as may be specified in the notice.
VI. PROGRAM COORDINATION
A. CITY: The Housing and Servirns Coordinator, or his/her designee,
shall be the Program Manager for the CITY and shall monitor progress and
performance of this Agreement for CITY. The Program Manager shall be
responsible for all services agreed to be performed by CITY.
B. Corporation: A single Program Director who shall have overall
responsibility for the progress and execution of this Agreement shall be
-6-
assigned. Should circimistanres or conditions subsequent to the execution
of this Agreement require a substitute or replacement Program Director,
CORPORATION shall immediately notify CITY •of such occurrence. Program
• Director and CORPORATION staff will cooperate fully with CITY in
fulfillment of this Agreement.
C. Correspondence: All correspondence and notices required by this
Agreement shall be sent to the parties at the following address:
CITY : Housing and Services Coordinator
Department of Community Development
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014
Corporation: Executive Director
Cupertino Community Services
10185 North Stelling Road
Cupertino, California 95014
All notic's shall either be hand delivered or sent by United States
mail, registered or certified, postage prepaid. Notions given in such a
manner shall be deemed rerPived 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 (5) days
written notice of such change to the other party in the manner provided in
this section.
VII. TERMINATION
A. In addition to CITY's right to terminate for cause set forth in
Section V, either CITY or CORPORATION may suspend or terminate this
Agreement for any reason by giving thirty (30) days prior written notice
to the other party. Upon receipt of such notice, performance of the
services hereunder will be immediately discontinued.
B. Upon termination, either under this Section VII or Section V,
CORPORATION shall:
1. be paid for all documented services actually rendered to CITY
to the date of such termination; provided, however, CITY shall be
obligated to compensate CORPORATION only for that portion of Corporation's
services which are allowable costs and expenses as determined by an audit
or other monitoring device;
2. turn over to CITY immediately any and all copies of studies,
reports and other data, whether or not completed, prepared by CORPORATION
or its subcontractors, if any, in connection with this Agreement. Such
materials shall become property of CITY. Corporation, however, shall not
be liable to CITY's use of incomplete materials or for CTPY's use of
completed documents if used for other than services contemplated by this
Agreement; and
-7-
3. transfer to the CITY any CDBG funds on hand and any accounts
receivable attributable to the Ilse of CMG funds. A11 assets acquired
with CDBG funds shall be returned to the CITY.
C. Upon termination of this Agreement, CORPORATION shall immediately
. provide CITY arrnss to all documents, records, payroll, minutes of
meetings, correspondence and all other data pertaining to the CITY funds
granted to CORPORATION pursuant to this Agreement.
VIII. PURCHASING REAL OR PERSONAL PROPERTY
A. Title to Personal Property. Title to any personal property used in
connection with the project shall vest as follows:
1. Personal property donated or purchased with other than CDBG
funds shall become the property of CORPORATION or person specified by the
donor or funding source; otherwise the same shall become the property of
CITY except for property and equipment as described in 2.
2. Personal property and equipment permanently affixed to building
owned by CORPORATION shall become the property of CORPORATION.
3. All other personal property, supplies and equipment purchased
pursuant to this Agreement and not consumed shall become property of CITY.
B. Nonexpendable Property. Nonexpendable property purchased by
CORPORATION with funds provided by CITY, with a purchase price in exrngs
of One Hundred Dollars ($100) , must be approved in advance in writing by
CITY. CITY shall retain title to said property. If a Program will be
continued beyond termination of this Agreement, CITY at its option, may
revert title to Corporation.
C. Purchase of Real Property. None of the funds provided under this
Agreement shall be used for the purchase of real property, unless CITY
approves such purchase in writing containing any conditions the CITY
deems appropriate prior to the time CORPORATION finalizes such purchase.
Approval of any such contract or an option to purchase shall be prorpssed
through the Program Manager.
D. Security Document. As a condition precedent to CITY releasing
funds for the purchase of real property or an option to purchase real
property, CORPORATION shall prepare and execute a promissory note, deed of
trust or other Agreement restricting the use of said real property for
purposes consistent with this Agreement, HUD and CDBG requirements.
IX. PROGRAM INCOME
Income generated by the Program shall be retained by Corporation.
Such income shall be used to reduce the monthly request for funds under
this Agreement and for the same purposes and activities degrribed in
Exhibit A. A11 provisions of this Agreement shall apply to the u1 e of
. Program income for such activities.
•
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X. INDEPENDENT CONTRACTOR
This is an Agreement by and between independent contractors and is not
. intended and shall 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 subcontractors, shall not have any claim under this Agreement or
otherwise against CITY for any Social Security, Worker's Compensation, or
employee benefits extended to employees of CITY .
XI. ASSIGNABILITY
A. This Agreement may not be assumed nor assigned to another
corporation, person, partnership or any other entity without the prior
written approval of CITY.
B. None of the work or services to be performed hereunder shall be
assigned, delegated or subcontracted to third parties without the prior
written approval of CITY. Copies of all third party contracts shall be
submitted to CITY at least thirty (30) days prior to the proposed
effective date. In the event CITY approves any such assignment,
delegation or subcontract, the subcontractors, assignees or delegates
shall be deemed to be employees of CORPORATION, and CORPORATION shall be
responsible for their performance and any liabilities attaching to their
actions or omissions.
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
CITY and CORPORATION agree to maintain the confidentiality of any
information regarding applicants for services offered by the PROGRAM
pursuant to this Agreement or their immediate families which may be
obtained through application forms, questionnaires, interviews, tests,
reports from public agencies or counselors, or any other source. Without
the written permission of the applicant, such information shall be
divulged only as necessary for purposes related to the performance or
evaluation of the services and work to be provided pursuant to this
Agreement, and then only to persons having responsibilities under this
Agreement, including those furnishing services under the Program through
approved subcontracts.
XIII. HOLD HARMLESS
In addition to the indemnity set forth in Exhibit "E", CORPORATION
shall indemnify and hold PROGRAM to comply with applicable laws,
ordinances, codes, regulations and decrees; or,
A. the failure of the PROGRAM to comply with applicable laws,
ordinances, codes, regulations and decrees
B. any negligence or omission arising out of any work or services
provided by CORPORATION, its officers, employees, agents or subcontractors
under the PROGRAM or this Agreement.
-9-
XIV. WAIVER OF RIGHTS AND REMEDIES
• In no event shall any payment by CITY constitute or be construed to be
a waiver by CITY of any breach of the covenants or conditions of this
agreement 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 shall
exist shall in no way impair or prejudice any right or remedy available to
CITY with respect to such breach or default. In no event shall payment to
CORPORATION by CITY in any way constitute a waiver by CITY of PROGRAM or
this Agreement.
XV. NONDISCRIMINATION
In connection with the performance of this Agreement, CORPORATION
assures that no person shall be subject to discrimination because of sex,
race, religion, ethnic background, sexual preferance, age, handicapped
status, or union activity.
XVI. AMENDMENTS
Amendments to the terms or conditions of this Agreement shall be
requested in writing by the party desiring such amendment, and any such
amendment shall be effective only upon the mutual Agreement in writing of
the parties hereto.
XVII. INTEGRAl'N1) DOCUMENT
This Agreement 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 Agreement shall affect or modify any of the terms or obligations
contained in any documents comprising this Agreement.
XVIII. MISCELLANEOUS
A. The captions of this Agreement are for convenience of reference
only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of
the provisions of this Agreement.
B. All exhibits attached hereto and referred to in this Agreement are
incorporated herein by this reference as if set forth fully herein.
-10-
. This AGREEMENT, consisting of eleven (11) pages, contains the entire
agreement between CITY and CORPORATION respecting the allocation of CDBG
funds for a rotating shelter.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate the day and year above written.
App .9-. as
(� q}�m'LCity of Cupertino:
City Attorney //// By: Mayo
Date / Date
el
Attest:
Corporati
By: 6 ,
City ClerJ5V Yecutive/Director
r- aCelDate e / 97/
Date
Bl, a CoL
esident
Board of Directors
d /99/
Date
misc/ccsagree
•
-11-
• EXHIBIT A
• CITY OF CUPERTINO
PROJECT PROPOSAL COVER PAGE
APPLICANT ORGANIZATION
NAME rnpertino community Services
ADDRESS 10185 No . Stelling Road •
Cupertino , CA 95014
AGENCY DIRECTOR:
NAME: sally Brennan
TITLE:Executive Director PHONE NO. 255-8033
SIGNATURE Sty
PROJECT NAME:Sunnyvale/Cupertino Churches Rotating Shelter
AMOUNT OF CUPERTINO FUNDS REQUESTED: $ 10 . 000
AMOUNT OF COUNTY COMPETITIVE POOL CDBG FUNDS REQUES LED: $none (so far)
OTHER FUNDS REQUESTED OR ANTICIPATED: $ 40 , 000
TOTAL PROJECT BUDGET $ 50 , 000
PROJECT .
DESCRIPTION:
The program which is being proposed is a rotating
shelter which would move from month to month from one
church to another. This is a transitional housing
program geared toward reaching some of the "reachable"
by providing shelter and services, for a period of up to
90 days, for between i5 and 20 individuals per month.
Each participant will be carefully screened by a
caseworker and must make a commitment and sign a
contract which defines their role and responsibilities
within the program. The caseworker will continue to
monitor the progress of the participants throughout
their stay at the shelter.
The church hosting the shelter has the
responsibility of housing, feeding and providing
• fellowship and support for the participants. Please
refer to the attached proposal for a more in depth, yet
concise, description of the goals, objectives and
proposed procedural structure for the program.
6
PROJECT WORK PLAN FY 91/92
Agency Name .Cupert;,,n r'ommunity Services
Project Name qv/ runt- Rotating Shelter
Responsible staff person(s) and approximate Activity for period Products or milestones for the quarter.
percentage of time allocated to the activity. (quarterly, 3 month period)
Caseworker (MSW w/ 2yrs . exper • Screen applicants , negotiate
working w/ low income or home individual plans and prepare
less individuals; or at least
a bachelor' s degree w/ Syrs . contracts, assist w/ referrals
of the above exper. ) and services needed and monitor
progress of individuals .
•
Overnight Shelter Supervisor Oversee the basic procedure5 •
(Must have experience working of the shelter, including
with low income or homeless sign-in, set-up, inventory of
individuals, be resposible supplies, observance of shelter
and mature and sensitive to rules and clean-up.
the needs of the participants
ca
x
w
W
rt
PROPOSED ACTIVITY TIME SCHEDULE
Agency Name Cupertino Community Services Project Name SV/Cupt. Rotating Shelter
Fiscal Year 1991 Progam Year 1991 Date Prepared 12/19/90
Agency Director Sally Brennan Project Manager Sally Brennan
List in detail the major activities to be undertaken to implement the project and the scheduled time they will begin and will
be completed. Once approved, projects will be closely monitored during implementation according to this time schedule. •
•
Activity Jul Aug_ Sep Oct Nov Dec Jan Feb Mar Apr May Jun
Maintain the operations of the shelter <
and screen and monitor the progress
of the participants . Coordinate efforts
with the volunteer churches.
•
Please refer to the attached propsal
for a more in depth description of the
agency' s role and responsibilities in
the program.
•
•
ca
a-
0-
Can
crCan this workload be incorporated into the on-going workload of the applicant and successfully be implemented according rt
to this schedule? Yes No xxx . c�
•
Schedule approved by: Sally Brennan Title: Exec. Director Date: 12/19/90
- EXHIBIT D
IPIW®JJIEC I lit uD 31ET
§IEVIENTTEIENTIIHI II9IR®GIRAM YEAR - IFY Il9f1-f2
Agency Name: Cupertino Community Services
Project Name: Sunnyvale/Cupertino Churches Rotating Shelter
* Please note that although we have not placed a dollar value on the
donated expenses , they will constitute a substantial amount of our
LINE ITEM 1990 BUDGET annual budget for the
program.
SALARIES
•
Personnel $50 ,000
Benefits
OFFICE EXPFNSF.
Rent *
Telephone *
Postage *
Printing *
Supplies *
Travel
N/A,
Utilities *
Equipment *
Dues and Subscriptions N/A
Other FOOD *
OTHER EXPENSES.
Accounting Services N/A
Contract Services N/A
Insurance •
*
Conferences - N/A
• Miscellaneous
Other
TQTAL $50 , 000
* n,.....1-nA coc
9
AGREEMENT
This Agreement is made and entered into this 21st day of February ,
19 91 , by and between the City of Cupertino, a municipal corporation
("City") and Cupertino Community Services, a nonprofit corporation
("Corporation") .
WITNESSETH
WHEREAS, City has received funds through a Below Market Rate (BMR)
housing program and funds through other sources including Community
Development Block Grants and one of the purposes of such funds are to
increase and administer the creation of affordable rental housing.
WHEREAS, City has agreed to a program whereby ten (10) elderly
congregate units will be available at affordable prices to benefit senior
citizens without economic rescurrnq to afford such units. This Agreement
is consistent with the objectives of the Cupertino General Plan Housing
Element, and the City's Affordable Housing Fund.
WHEREAS, City has agreed as part of the program to use a suitable
nonprofit' agency to administer the occupancy of these units directly with
the management of Chateau Cupertino and to provide additional services as
specified in the attached exhibits. The City has selected Cupertino
Community Services as,the administrator of such program.
NOW, THEREFORE, the parties agree as follows:
I. PROGRAM
City agrees to allocate to the Corporation a sum not to exceed $10,004
in funds for the purpose of implementing the housing program ("Program")
as more particularly described in Exhibit "A" (Program Description) ,
Exhibit "B" (Project Work Plan and Time Schedule) , and Exhibit "C"
(Project Budget) .
II. TERM
The term of this Agreement shall begin March 1, 1991 and shall
terminate February 29, 1992, or the date of the expenditure of the total
grant amount provided for herein, or upon the termination date established
pursuant to Section V or Section VII.
a —1—
III. OBLIGATIONS OF CORPORATION
A. Organization of Corporation. Corporation shall:
1. Provide City with:
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 nonprofit
status;
d. Names and addresses of the current Board of Directors of
Corporation; and,
e. An adopted copy of Corporation's personnel policies,
procedures and approved affirmative action plan.
2. Report any changes in Corporation's Articles of Incorporation,
Bylaws, Board of Directors, personnel policies and procedures, affirmative
action plan, or tax exempt status immediately to Program Manager.
3. Maintain no member of its Board of Directors as a paid
employee, agent or subcontractor under this Agreement.
4. Open to the public all meetings of its Board of Directors,
except meetings, or portions thereof, dealing with personnel or litigation
matters.
5. Keep minutes of all its regular and special meetings.
6. Comply with all provisions of California Nonprofit Corporation
Law.
B. Program Performance by Corporation. Corporation shall:
1. Screen and place eligible seniors in low-income senior housing
units located in Chateau Cupertino.
2. Screen and place eligible clients in other affordable units as
they are developed by the City. If the number of units developed by the
City excir.Pdg Corporation's staff capacity under this contract, this
agreement may be renegotiated.
3. Maintain a waiting list of qualified applicants.
4. Provide support servirps to clients placed in affordable
housing units.
5. Provide information and referral services to seniors and their
families.
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•
6. EScplore other housing options for seniors and their families.
7. File annual reports with the City on the types and numbers of
services rendered to Cupertino beneficiaries through the operation of the
project, which reports shall evaluate the manner in which the project is
achieving its goals. The reports shall be due within ten (10) working days
of the end of the calendar year and shall cover the entire year
immediately preceding the date on which the report is filed. Said reports
shall be made on forms approved by City. The City may request interim
reports but not more frequently than every three (3) months.
8. Coordinate its services with other existing organizations
providing similar services in order to foster community cooperation and to
avoid unnecessary duplication of servirns.
9. Notify City within ten (10) days of the receipt of any local,
state, federal, or private sources of revenue for use in support of this
operation or service.
10. Include an acknowledgement of City funding and support where
appropriate.
C. Fiscal Responsibilities of Corporation. Corporation shall:
1. Appoint and submit the name of a fiscal agent who shall be
responsible for the financial and accounting activities of Corporation,
including the receipt and disbursement of Corporation funds. The City
shall immediately be notified in writing of the appointment of a new
fiscal agent and that agent's name.
2. Establish and maintain an accounting system that shall be in
conformance with generally accepted principles of accounting. The
accounting system shall be subject to review and approval of City.
3. Document all Program costs by maintaining records in accordance
with Section III, Paragraph D below.
4. Submit on a quarterly basis, within ten (10) working days of
the end of the quarter, a payment request containing a summary statement
of proposed expenditures and revenue for the quarter immediately following
the date on which the report is filed and cumulative totals from the
effective date of this agreement. In addition, the amount of actual
expenditures shall be reported to City within ten (10) working days of the
end of each quarter. Said reports shall be made on forms approved by City.
5. Submit to the City's Finance Director an annual audit performed
by an independent auditor.
6. Certify insurability subject to City approval.
7. If applicable, submit an indirect cost plan to City for
approval.
-3-
•
8. Items 1 through 7 are express conditions precedent to any City
funding and failure to comply with these conditions will, at discretion of
City, result in suspension of funding or termination of this Agreement.
9. Corporation is liable for repayment of all disallowed costs.
Disallowed costs may be identified through audits, monitoring or other
sourcing. Corporation shall be required to respond to any adverse findings
which may lead to disallowed costs.
D. Establishment and Maintenance of Records. Corporation shall
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 (1) all direct and indirect costs of whatever nature claimed to
have been incurred or anticipated to be incurred to perform this Agreement
or to operate the Program, and (2) all other matters covered by this
Agreement.
E. Preservation of Records. Corporation shall preserve and make
available its records:
1. until the expiration of three years from the date of final
payment to Corporation under this Agreement; or
2. for such longer period, if any, as is required by applicable
law; or,
3. if this Agreement is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period of three years from the date of termination.
F. Examination of Records; Facilities. At any time during normal
business hours, and as often as may be deemed necessary, Corporation
agrees that the City's authorized representative(s) may until expiration
of (1) three years after final payment under this Agreement, (2) three
years from the date of termination of this agreement, or (3) 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 Agreement or the operation of the Program, and all its records with
respect to the Program and all matters covered by this Agreement.
Corporation also agrees that the City's authorized representative(s) shall
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,
material and all other data relating to the Program and matters covered by
this Agreement. 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 shall become familiar and comply
with and cause all its subcontractors and employees, if any, to become
familiar and comply with all applicable federal, state and local laws,
ordinanrns, codes, regulations and decrees.
-4-
IV. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Agreement, City shall
reimburse Corporation for all allowable costs and expenses incurred in
connection with the Program, not to exceed the total sum of Ten Thousand
and Four Dollars ($10,004.00) except that the City may, after the
corrective action procedure is followed, suspend or terminate payment to
Corporation, in whole or in part, under this Agreement or not to make any
particular payment under this Agreement based on Corporation's
noncompliance, including, but not limited to, incomplete documentation of
expenses, failure to submit adequate progress reports as required herein
or other incidents of noncompliance as described in Section V, Paragraph
B, of this Agreement
V. CONTRACT COMPLIANCE
A. Monitoring and Evaluation of Services. Evaluation and monitoring of
the Program performance shall be the mutual responsibility of both City
and Corporation. Corporation shall furnish all data, statements, records,
information and reports necessary for Program Manager to monitor, review
and evaluate the performance of the Program and its components. City shall
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. Upon receipt by City of any information
that evidenres a failure by Corporation to comply with any provision of
this Agreement, City shall have the right to require corrective action to
enforce compliance with such provision. Areas of noncompliance include but
are not limited to:
1. If Corporation (with or without knowledge) shall have made any
material misrepresentation of any nature with respect to any information
or data furnished by City in connection with the Program.
2. If there is pending litigation with respect to the performance
by Corporation of any of its duties or obligations under this Agreement
which may materially jeopardize or adversely affect the undertaking of or
the carrying out of the Program.
3. If Corporation shall have taken any action pertaining to the
Program which requires City approval without having obtained such
approval.
4. If Corporation is in default under any provision of this
Agreement.
5. If Corporation makes improper use of City funds.
-5-
•
• 6. If Corporation submits to City any report which is incorrect or
incomplete in any material respect.
C. Corrective Action Procedure. City upon occurrence or discovery of
noncompliance by Corporation under this Agreement, shall give Corporation
notice of City's intention to demand corrective action to enforce
compliance. Such notice shall indicate the nature of the noncompliance and
the procedure whereby Corporation shall have the opportunity to
participate in formulating any corrective action recommendation. City
shall have the right to require the Corporation President and/or Executive
Director to appear at a hearing or meeting called for the purpose of
corrective action. Thereafter, City shall forward to Corporation specific
corrective action recommendations and a detailed timetable for
implementing these recommendations; such timetable shall allow Corporation
not less than ten (10) nor more than thirty (30) days to comply. Following
implementation of the corrective actions, Corporation shall forward to
City, within the time specified by City, any documentary evidence required
by City to verify that the corrective actions have been taken.
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 Agreement.
D. Termination for Cause. Notwithstanding anything to the contrary
contained in the foregoing, City may terminate this Agreement by written
notice to Corporation, if any of the events of noncompliance listed in
Section V, Paragraph B, occur or are discovered, if Corporation does not
implement any recommended corrective action, if Corporation is in
bankruptcy or receivership, if a member of the Corporation's Board of
Directors, the EJcecutive Director or other administrative staff person is
the subject of investigation for wrongdoing, or if there is reliable
evidence that Corporation is unable to operate the Program. Termination
under this section shall be effective on the date notice of termination is
received or such later date as may be specified in the notice.
VI. PROGRAM COORDINATION
A. City: The Housing and Services Coordinator, or his/her designee,
shall be the Program Manager for the City and shall monitor progress and
performance of this Agreement for City. The Program Manager shall be
responsible for all services agreed to be performed by City.
B. Corporation: A single Program Director who shall have overall
responsibility for the progress and execution of this Agreement shall be
assigned. Should circmunstanris or conditions subsequent to the execution
of this Agreement require a substitute or replacement Program Director,
Corporation shall immediately notify City of such occurrence. Program
Director and Corporation staff will cooperate fully with City in
fulfillment of this Agreement.
-6-
C. Correspondence: All correspondence and notices required by this
Agreement shall be sent to the parties at the following address:
City: Housing and Services Coordinator
Department of Community Development
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014
Corporation: Executive Director
Cupertino Community Servirns
10185 North Stelling Road
Cupertino, California 95015
All notirPs shall either be hand delivered or sent by United States
mail, registered or certified, postage prepaid. Notiras given in such a
manner shall 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 (5) days
written notice of such change to the other party in the manner provided in
this section.
VII. TERMINATION
A. In addition to City's right to terminate for cause set forth in
Section V, either City or Corporation may suspend or terminate this
Agreement for any reason by giving thirty (30) days prior written notice
to the other party. Upon receipt of such notice, performance of the
services hereunder will be immediately discontinued.
B. Upon termination, either under this Section VII or Section V,
Corporation shall:
1. be paid for all documented services actually rendered to City
to the date of such termination; provided, however, City shall be
obligated to compensate Corporation only for that portion of Corporation's
servirPs which are allowable costs and expenses as determined by an audit
or other monitoring device;
2. turn over to City immediately any and all copies of studies,
reports and other data, whether or not completed, prepared by Corporation
or its subcontractors, if any, in connection with this Agreement. All
documents from applicants or regarding applicants shall be treated
confidentially. Such materials shall become property of City. Corporation,
however, shall not be liable to City's use of incomplete materials or for
City's use of completed documents if used for other than servirPs
contemplated by this Agreement; and
-7-
•
• • 3. transfer to the City any City funds on hand and any accounts
receivable attributable to the use of City funds. All assets acg,ired with
City funds shall be returned to the City.
C. Upon termination of this Agreement, Corporation shall immediately
provide City access to all documents, records, payroll, minutes of
meetings, correspondence and all other data pertaining to the City funds
granted to Corporation pursuant to this Agreement.
VIII. PURCHASING REAL OR PERSONAL PROPERTY
A. Title to Personal Property. Title to any personal property used in
connection with the project shall vest as follows:
1. Personal property donated or purchased with other than City
funds shall become the property of Corporation or person specified by the
donor or funding source; otherwise the same shall become the property of
City except for property and equipment as described in 2.
2. Personal property and equipment permanently affixed to building
owned by Corporation shall become the property of Corporation.
3. All other personal property, supplies and equipment purchased
pursuant to this Agreement and not consumed shall become property of City.
B. Nonexpendable Property. Nonexpendable property purchased by
Corporation with funds provided by City, with a purchase price in excess
of One Hundred Dollars ($100) , must be approved in advance in writing by
City. City shall retain title to said property. If a Program will be
continued beyond termination of this Agreement, City at its option, may
revert title to Corporation.
C. Purchase of Real Property. None of the funds provided under this
Agreement shall be used for the purchase of real property, unless City
approves such purchase in writing containing any conditions the City deems
appropriate prior to the time Corporation finalizes such purchase.
Approval of any such contract or an option to purchase shall be processed
through the Program Manager.
D. Security Document. As a condition precedent to City releasing funds
for the purchase of real property or an option to purchase real property,
Corporation shall prepare and execute a promissory note, deed of trust or
other Agreement restricting the use of said real property for purposes
consistent with this Agreement.
-8-
IX. PROGRAM INCOME
Income generated by the Program shall be retained by Corporation. Such
income shall be used to reduce the monthly request for funds under this
Agreement and for the same purposes and activities described in Eibit A.
All provisions of this Agreement shall apply to the use of Program income
for such activities.
X. INDEPENDENT CONTRACIOR
This is an Agreement by and between independent contractors and is not
intended and shall 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 subcontractors, shall not have any claim under this Agreement or
otherwise against City for any Social Security, Worker's Compensation, or
employee benefits extended to employees of City.
XI. ASSIGNABILITY
A. This Agreement may not be assumed nor assigned to another
corporation, person, partnership or any other entity without the prior
written approval of City.
B. None of the work or servirps to be performed hereunder shall be
assigned, delegated or subcontracted to third parties without the prior
written approval of City. Copies of all third party contracts shall be
submitted to City at least thirty (30) days prior to the proposed
effective date. In the event City approves any such assignment, delegation
or subcontract, the subcontractors, assignees or delegates shall be deemed
to be employees of Corporation, and Corporation shall be responsible for
their performance and any liabilities attaching to their actions or
omissions.
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
City and Corporation agree to maintain the confidentiality of any
information regarding applicants for services offered by the Program
pursuant to this Agreement or their immediate families which may be
obtained through application forms, questionnaires, interviews, tests,
reports from public agencies or counselors, or any other source. Without
the written permission of the applicant, such information shall be
divulged only as necessary for purposes related to the performance or
evaluation of the services and work to be provided pursuant to this
Agreement, and then only to persons having responsibilities under this
Agreement, including those furnishing servicers under the Program through
approved subcontracts.
-9-
XIII. HOLD HARMLESS
Corporation shall indemnify and hold City, its officers, employees and
elected officials, boards and commissions, harmless with respect to any
damages, including attorney's fees and court costs, arising from:
A. the failure of the Program to comply with applicable laws,
ordinances, codes, regulations and decrees; or,
B. any negligence or omission arising out of any work or services
provided by Corporation, its officers, employees, agents or subcontractors
under the Program or this Agreement.
C. City shall indemnify and hold corporation, its officers, and
employees harmless with respect to any damages, including attorney's fees
and court costs, arising out of any negligent act or omission arising out
of any work or services provided by City, its officers, and employees
under this Agreement.
XIV. WAIVER OF RIGHTS AND RIIMEDIES
In no event shall any payment by City constitute or be construed to be
a waiver by City of any breach of the covenants or conditions of this
agreement 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 shall
exist shall in no way impair or prejudice any right or remedy available to
City with respect to such breach or default. In no event shall 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
Agreement.
XV. NONDISCRIMINATION
In connection with the performance of this Agreement, Corporation
assures that no person shall be subject to discrimination because of sex,
race, religion or ethnic background.
XVI. AMENDMENTS
Amendments to the terms or conditions of this Agreement shall be
requested in writing by the party desiring such amendment, and any such
amendment shall be effective only upon the mutual Agreement in writing of
the parties hereto.
XVII. INTTDSRA'nD DOCUMENT
This Agreement 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 Agreement shall affect or modify any of the terms or obligations
contained in any documents comprising this Agreement.
-10-
XVIII. MISCELLANEOUS
A. The captions of this Agreement are for convenience of reference
only, and the words contained therein shall in no way be held to explain,
modify, amplify or aid in the interpretation, construction or meaning of
the provisions of this Agreement.
B. All exhibits attached hereto and referred to in this Agreement are
incorporated herein by this reference as if set forth fully herein.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate the day and year above written.
Approv=• as • form: City of Cupertino:
By:
amity Attorney Mayor
Date Date
Attest:
Corporation:
,/
By: �AIUz�v °
City lark /-Ex�ve Director
Date Da -
By: fir__ _
Men
Board of • ■• ectors
r
Date I I
misc/ccsagree
-11-
EXHIBIT A
•
CITY OF CUPERTINO
PROJECT PROPOSAL COVER PAGE
APPLICANT ORGANIZATION
NAME Cupertino Community Services
ADDRESS P.O. Box 654 , Cupertino 95015
AGENCY DIRECTOR:
NAME: Sally Brennan
TITLE: Direcgr PHONE NO. 255-8033
SIGNATURE
PROJECT NAME: Cupertino Community Housing Program
AMOUNT OF CUPERTINO FUNDS REQUESTED: Housing fund $ 11/ 004 . 00
AMOUNT OF COUNTY COMPE ITIIVE POOL CDBG FUNDS REQUESTED: $____
OTHER FUNDS REQUESTED OR ANTICIPATED: $__
TOTAL PROJECT BUDGET $_--
PROJECT
DESCRIPTION:
To continue to provide low-income seniors with housing,
__ to maintain a waiting list, provide support and information
and referral to seniors and their families as needed in
regards to services in the surrounding areas, as well as
To develop other housing options where applicable
in response to the City' s needs for affordable housing
needs .
6
PROJECT WORK PLAN FY 91/92
Agency Name Cupertino Community Services
Project Name Cupertino Community Housing Program
Responsible staff person(s) and approximate Activity for period Products or milestones for the quarter.
percentage of time allocated to the activity. (quarterly, 3 month period)
Mollie Dalpae-10 hours per wk recruit & screen applicants
maintain eligibility list
recommend qualified applicants
quarterly reports
update eligibility list
support current residents
pursue other suitable locations
for housing
attend seminars, lectures ,
and meetings .
Sally Brennan-2 hours per wk supervise screening and applicants
pursue other locations for
senior housing
oversee quarterly reports
give information and referral
t:1
H-
N
IY
W
rt
PROPOSED ACTIVITY TIME SCHEDULE
Agency NameCupertino Community Services Project -Name Cupertino Community Housing Program
Fiscal Year Progam Year Date Prepared
Agency Director Sally Brennan Project Manager Mollie Dalpae
List in detail the major activities to be undertaken to implement the project and the scheduled time they will begin and will
be completed. Once approved, projects will be closely monitored during implementation according to this time schedule.
Activity Jul Aug_ Sep Oct Nov Dec Jan Feb Mar Apr May Jun
recruit and screen applicants ON GOING
maintain eligibility list ON GOING
recommend qualified applicants ON GOING
quarterly reports X X X X
update eligibilty list ON GOING
Support current residents ON GOING
pursue other suitable locations for hous-
ing ON GOING
attend seminars , lectures , and meetings WHERE APPLICABLE
w
•
P1
x
Can this workload be incorporated into the on-going workload of the applicant and successfully be implemented according n
to this schedule? Yes xx No _.
Schedule approved by: Title: Date:
EXHIBIT D
[PROJECT mUJIID(Gfl
§IEVIEN7PIEEl l°Ilii IFII.Ocl4IRAM YEAR e IFlf Il359Il=42
Agency Name: Cupertino Community Services
Project Name: Cupertino Community Housing Program
LINE ITEM 1990 BUDGET
SALARIES
Personnel $8458 . 80
Benefits 1165 . 20
OFFICE EXPENSE
Rent
Telephone •
Postage f 50 . 00
Printing 150 . 00
Supplies
Travel
Utilities
Equipment
Dues and Subscriptions 80 . 00
Other
OTHER EXPENSES
Accounting Services
Contract Services
Insurance
Conferences 100 .00
Miscellaneous
Other
TOTAL $10 , 004 . 00
9
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF CUPERTINO
•
AND
CUPERTINO COMMUNITY SERVICES, INC.
The purpose of this Memorandum of Understanding is to address
the rights, responsibilities and duties of the City of Cupertino,
a California Municipality (hereinafter the "City") , and Cupertino
Community Services, Inc. , a California nonprofit Corporation
(hereinafter "C.C.S . ") . Presently, C.C.S. recruits and maintains
a list of volunteers who perform various services within .Cupertino
for C.C.S. In that capacity, C.C.S. registers and coordinates
volunteers from Cupertino and the surrounding area.
The City presently provides, free of charge to C.C.S . , office
space within the Quinlan Community Center.
( C.C.S. is a California nonprofit corporation and has insurance
for liabilities pertaining to its operation and the actions of its
volunteers.
Pursuant to the California Emergency Services Act, the City
has created the Cupertino Disaster Council. The Cupertino Disaster
Council was created in order to provide for the preparation and
carrying out of plans to protect persons and property within
Cupertino in the event of an emergency. In the event of an
emergency, the City, through its Disaster Council , will need the .
assistance of volunteers. During the time of an emergency, C.C.S .
will continue to provide to the City enrollment and coordination
of volunteers under the direction of the Director of Emergency
Services.
RECITALS
A. State law provides that the City of Cupertino will
develop plans for meeting conditions constituting an emergency.
State law further provides that the City Council may, by ordinance
or resolution, authorize public officers, employees and registered
volunteers to command the aid of citizens when necessary during a
• state of emergency.
B. Cupertino Community Services ("C.C.S . ") is a California
nonprofit Corporation which, among other things, acts with respect
to the registry and 'coordination of Volunteer services for both
emergency and non-emergency needs in Cupertino .
•
C. During times of emergency, the City will assume direction
and control of C.C.S . volunteers through the Cupertino Director of
Emergency Services. During times of emergency, C.C.S. will act at
the direction of the City with respect to the registration, staging
and deployment of volunteers.
THEREFORE, THE PARTIES HERETO. AGREE TO BE BOUND BY. THE
FOLLOWING CONDITIONS AND COVENANTS:
1. In non-emergent times, C.C.S. will assist the City in
meeting Cupertino' s needs for volunteer services. During such non-
emergent times, C.C.S. will assume all liability with respect to
itself, its employees, and all others acting on its behalf. During
such non-emergent times, G.C.S. shallhold harmless and indemnify
Cupertino, its agents and employees from any and all liability,
losses or damages Cupertino may suffer as a result of Claims, -
demands, costs., or judgments against Cupertino arising out of
C.C.S. activities.
2 . During times of emergency, the City shall assume
direction of C.C.S. volunteers through the Cupertino Director of
Emergency Services. Cupertino shall assume full responsibility for
the direction and control of C.C.S . volunteers immediately upon the.
( request of the Director of Emergency Services . The City in such
. cases shall have full responsibility and control of C.C.S .
volunteers until termination of the emergency. Upon termination
of the emergency, C.C.S. shall immediately resume all liability
with respect to itself, its employees and all others acting on its
behalf. During times of emergency, the City shall hold harmless
and indemnify, C.C.S., its directors, agents and employees from any
and all liability, losses or damages C.C.S. may suffer as a result
of-Claims, demands, costs or judgments against C.C.S. arising out
of actions by C.C.S. volunteers.
- 3. During emergency times, C.C.S. , at the City's direction,
• and subject to the review and approval of the Board of Directors ,
of C.C.S. , shall provide services for the enrollment and deployment
of volunteers, as needed by the City.
4. . During times of emergency, all volunteers of C.C.S. shall
be subject to Labor Code Sections 4351 through 4354 (Workmen' s
Compensation and Insurance for Disaster Service Workers) .
5 . Prior to commencing their duties, all C.C.S. volunteers
who serve as disaster service workers shall -take and subscribe to
- the oath or affirmation as set forth in Article XX, Section 3 , of
the Constitution of California. The oath or affirmation shall be
given by the City Manager or his or her designee and shall be filed
in the office of the City Clerk. ,
2
CUPERTINO COMMUNITY ERVIC£S
Dated: �- : By: '
•W' S E
CITY OF CUPERTINO
Dated: BY:CAA-019,P40--e_
APPROVED AS TO FORM:
0` , 2 i! ATTEST:
44
CHARLES T. KILIAN, ESQ. LC/
City Attorney O
D puty City Clerk
(•. APPROVED AS TO FORM:
if tit- 77 Cat-va4,-
Jra H. COWARD, ESQ.
Forney for C.C.S .
3
AGREENIENT
This Agreement IS made and entered into this 1St day of March ,
19_211, by and between the City of Cupertino, a rici
("City") and Cupertino Ca: utnity Services a ial corporation
("Ctrporatian") . , nonprofit corporation
WITNrssETH
•
WHEREAS, City has received funds through a Below Market Rate (BMR)
housing program and funds through other sources including Caen pity
Development Block Grants and one of the purposes of such funds are to
increase and administer the creation of affordable rental housing
including housing for the very elderly.
wHIBEA.S, City has agreed to a program whereby ten (10) elderly
ate units will be available at affordable prices to benefit senior
citizens without economic resources to afford such units. This Agreement
is consistent with the objectives of the Cupertino General Plan Housing
Element, and the City's Seniors and Handicapped Housing Fled.
WEMBEAS, City has agreed as part of the program to use a suitable
nonprofit agency to administer the occupancy of these, units directly with
the management of Chateau Cupertino. The City has selected Cupertino
Ornmunity Services as the administrator of such program.
NOW, THEREFORE, the parties agree as follows:
I. PROGRAM
City agrees to allocate to the Corporation a stmt not to exceed $15,000
in funds for the purpose of implementing the housing program ("Program")
as more particularly described in FSdnibit "A" (Program Description) ,
Ddtibit "B" (Project Work Plan and Time Schedule) , and Bdtibit "C"
(Project Budget) .
•
•
•
II. TERM
The term of this Agreement shall begin upon approval by City and shall
terminate one calendar year frau such date or the date of the expenditure
of the total grant amount provided for herein, or upon the termination
date established pursuant to Section V or Section VII.
• -1-
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D. Establishment and Maintenance of Records. Corporation shall
maintain complete and aCauate 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 (1) all direct arra indirect costs of whatever nature claimed to
have been inctsred or anticipated to be incurred to perform this Agreement
or to operate the Program, and (2) all other matters covered by this
Agreement•
E. Preservation of Records. Corporation shall preserve and make
available its records:
1. until the expiration of three years from the date of final
payment to Corporation under this Agreement; or
2. for such longer period, if any, as is required by applicable
law; or,
3. if this Agreement is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period of three years frau the date of termination.
F. Examination of Records; Facilities. At any time during normal
business hays, and as often as may be deemed necessary, Corporation
agrees that the City's authorized representative(s) may until expiration
of (1) three yearsafter final payment under this Agrea Ent, (2) three
years frac the date of termination of this agreement, or (3) 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 Agreement or the operation of the Piws.aiu, and all its records with
respect to the Program and all matters covered by this Agreement.
Corporation also agrees that the City's authorized representative(s) shall
have the right to audit, examine, and make excerpts or transactions of and
frac, such records and to make audits of all contracts and suboontiacts,
invoices, payrolls, records of personnel, conditions of employment,
material and all other data relating to the Program and matters covered by
this Agreement. 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. Canpliance with Law. Corporation shall became familiar and comply
with and cause all its subcontractors and employees, if any, to became
familiar and comply with all applicable federal, state arra local laws,
ordinances, codes, regulations and decrees.
—4—
•
IV. OBLIGATIONS OF CITY
A. Method of Payment. During the term of this Agreement, City shall
reilmalrse Corporation for all allowable costs and expenses incurred in
erection with the Program, not to exceed the total scan of Fifteen
Thousand Dollars ($15,000.00) except that the City may, after the
corrective action procedure is followed, suspend or terminate payment to
Corporation, in whole or in part, nudes this Agreement or not to make any
particular payment under this Agreement based on Corporation's
noncompliance, including, but not limited to, ineooplete documentation of
expenses, failure to submit adequate progress reports as required red herei n
or other incidents of nonoaipliance as described in Section V, Paragraph
B, of this Agreement or based on the suspension or termination of the
program to city made pursuant to Resolution No. 4224.
V. CONTRACT C IIPLIANCE
A. Monitoring and Evaluation of, Services. Evaluation and monitoring of
the Piu9sam performance shall be the mutual responsibility of both City
and Corporation. Corporation shall furnish all data, statements, records,
information and reports necessary for Program Manager to monitor, review
and evaluate the performance of the Program and its components. City shall
have the right to request the services of an outside agent to assist in
any such evaluation. Sux3n services shall be paid for by City.
B. Contract Noncompliance. Upon receipt by City of any information
that evidences a failure by Corporation to comply with any provision of
this Agreement, City shall have the right to require corrective action to
enforce compliance with such provision. Areas of noncoaplianoe include but
are not limited to:
1. If Corporation (with or without knowledge) shall have made any
material mientation of any nature with respect to any information
or data furnished by City in connection with the Program.
2. If there is pending litigation with respect to the performance
by Corporation of any of its duties or obligations under this Agreement
which may materially jeopardize or adversely affect the urdertakir of or
the carrying out of:the Program.
3. If Corporation shall have taken any action pertaining to the
Program which requires City approval without having obtained such
approval.
4. If Corporation is in default under any provision of this
Agreement-
5. If Corporation makes improper use of City funds.
6. If Corporation submits to City any report wbidn is incorrect or
inoauplete in any material respect.
-5-
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C. upon termination of this Agreement, Corporation shall immediately
provide City access to all docents, records, payroll, minutes of
• meetings, carresiar7enoe and all other data pertaining to the City funds
granted to Corporation pursuant to this Agreement.
VIII. PURCHASING REAL OR PERSONAL PROPERLY
A. Title to Personal Property. Title to any personal property used in
connection with the project shall vest as follows:
1. Personal property donated or purchased with other than City
funds shall become the property of Corporation or person specified by the
donor or finding sauce; otherwise the same shall become the property of
City except for property arra equipment as described in 2.
2. Personal property and equipment permanently affixed to building
owned by Corporation shall become the property of Corporation.
3. All other personal property, supplies and equipment pursed
pursuant to this Agreement arra not consumed shall became property of City.
B. Noney eeT1dable Property. Nonexpendable property purchased by
Corporation with funds provided by City, with a purchase price in excess
of One &nnied Dollars ($100) , must be approved in advance in writing by
City. City shall retain title to said property. If a Program will be
continued beyond termination of this Agreement, City at its option, may
revert title to Corporation.
C. Purchase of Real Property. None of the funds provided under this
Agreement shall be used for the purchase of real property, unless City
approves such purchase in writing containing any conditions the City deems
appropriate prior to the time Corporation finalizes such purchase.
Approval of any such contract or an option to purchase shall be processed
through the Program Manager.
D. Security Document. As a condition precedent to City releasing funds
for the purchase of real property or an option to purchase real property,
Corporation shall prepare and execute a promissory note, deed of trust or
other Agreement restricting the use of said real property for purpc=
Consistent with this Agreement.
IX. PROGRAM ancomg
Income generated by the Ptoytam shall be retained by Corporation. Such
income shall be used to reduce the monthly request for funds under this
Agreement and for the same puzpo= and activities described in Exhibit A.
All provisions of this Agreement shall apply to the use of P1oycam inure
for such activities.
-8-
X. INDEPENDENT' CONTRACTOR
This is an Agreement by and between irdenient contractors and is not
intended and shall not be const ied to create the relationship of agent,
servant, employee, partnership, joint venture or association between
Corporation and City. Corporation, including its officers, employees,
aage use subcontractors, shall not have any claim under this Agreement or
against city for any Social Security, Worker's Ccapetisation, or
employee benefits extended to employees of City.
XI.
A. This Agreement may not be assumed nor assigned to another
corporation, person, partnership or any other entity without the prior
written approvaal of City.
B. None of the work or services to be performed hem Tinier shall be
assigned, delegated or subcontracted to third parties without the prior
written approval of City. Copies of all third party contracts shall be
sutmitted to City at least. thirty (30) days prior to the proposed
effective date. In the event City approves any such assiganent, delegation
or subcontract, the subcontractors, assignees ar delegates shall be deemed
to be employees of Corporation, and Corporation shall be responsible for
their performance and any liabilities attaching to their actions or
omissions.
XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
City and corporation agree to maintain the confidentiality of any
information regarding applicants for services offered by the Program
pursuant to this Agreement or their immediate families which nay be
obtained through application forms, questionnaires, interviews, tests,
reports from public agencies or counselors, or any other source. Without
the written permission of the applicant, such information shall be
divulged only as necessary for purposes related to the performance or
evaluation of the services and work to be provided pursuant to this
Agreement, and then only to persons having responsibilities under this
Agreement, including those furnishing servicers under the Program through
approved subcontracts.
XIII. HOLD HAHILESS
Corporation shall indemnify and hold City, its officers, employees and
elected officials, boards andissions, harmless with respect to any
damages, including attorney's fees and court costs, arising from:
A. the failure of the Program to amply with applicable laws,
ordinances, codes, regulations and decrees; or,
B. any negligence or mission arising out of any work or services
provided by Corporation, its officers, employees, agents or subcontractors.
under the Program or this Agreemnt.
-9-
C. City shall indemnify and hold corporation, its officers, and
employees harmless with respect to any damages, including attorney's fees
and cast Casts, arising out of any negligcnt pct or omission arising out
of any work or services provided by City, its officers, and employees
tuder this Agreement.
XIV. WAIVER OF RIGHTS AND REMEDIES
In no event shall any payment by City constitute or be construed to be
a waiver by City of any breach of the covenants or oaditions of this
agreement or any default which may then exist on the part of Corporation,
and the making of any such payment while any such breath or default shall
exist shall in no way impair or prejudice any right or remedy available to
City with respect to such breath or default. In no event shall 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
Agreement.
XV. NONDISCRII ,TION
In connection with the performance of this Agreement, Corporation
assures that no person shall be subject to discrimination because of sex,
race, religion or ethnic background.
XVI. AMENDMENTS
Amendments to the tens or conditions of this Agreement shall be
requested in writing by the party desiring such amendment, and any such
amendment shall be effective only upon the mutual Agreement in writing of
the parties hereto.
XVII. INTEGRATED DOCDMENT
This Agreement 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 Agreement shall affect or modify any of the tens or obligations
contained in any documents arising this Agreement.
XVIII. MISCEC.IANEOUS
A. The captions of this Agreement are for convenience of reference
only, and the words contained therein shall in no way be held to explain,
modify, anglify or aid in the interpretation, construction or meaning of
the provisions of this Agreement.
B. All exhibits attached hereto and referred to in this Agreement are
incorporated herein by this reference as if set forth fully herein.
-10-
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EXHIBIT A
CUPERTINO LIVING ASSISTANCE I
FIRST PROGRAM YEAR
CY 1990
PROJECT PROPOSAL COVER PAGE
APPLICANT ORGANIZATION:
NAME Cupertino Community Services
ADDRESS
AGENCY DIRECTOR:
NAME Sally Brennan
TITLE Executive Director PHONE NUMBER
SIGNATURE
PROJECT NAME Cupertino Senior Living Assistance I
DOLLAR AMOUNT OF FUNDS REQUESTED $ 15. 000.00 *
* estimate, unused funds
shall be returned.
PROJECT SUMMARY:
Cupertino Senior Living Assistance I is a program whereby ten
(10) congregate units are provided to truly in need seniors who
otherwise would not have the economic means to a special type of
housing with services necessary for the dignified and healthy
living of these individuals. The individual 's needs will be
determined by their suitability as far as health and physical age
and their ability to otherwise afford such housing. The non-
profit agency will look beyond low income or non existence of
assets to prevent the loss of such units to parents of wealthy or
well off and caring children. While preference shall be given to
seniors with "significant others" in the Cupertino area, in no
way shall any discrimination on the basis of race be allowed.
Within the parameters of the minimum and maximum rent allowed,
the agency shall determine each individual 's rental rate accord-
ing to the need of the individual. The agency shall work closely
with the management of the Chateau to assure continued compati-
bility to the full fare paying residents.
EXHIBIT B
PROPOSED IMPLEMENTATION ACTIVITY SCIfDULE
AGENCY NAME: CUPERTINO COMMUNITY SERVICES PROJECT NAME: COMMUNITY HOUSING PROGRAM
CALANDAR YEAR: 1990 PROiJPAM YEAR: FIRST DATE PREPARED:
AGENCY DIRECTOR: SALLY BRENNAN PROJECT MANAGER: SALLY BRENNEN/TBA
state in detail the major activities to be undertaken to implement the project and athe scheduled time they will begin arra be completed. Once
• espproved, projects will be closely monitored durins implementation according o.this time schedu e.
Title of Activities Month Month Month Month Month Month Month Month Month Month Month Month
I 2 3 4 5 F 7 8 9 10 II 12
Hire program staff :omplete
Develop criterion Complete
Develop Info packets
Develop reporting torn :omplete
Recruit applicants Begun
:Screen Applicants Begun
Eligibility list Begun Comple e
Recommend qualified
applicants Begun 5 5 0- I 0- I 0- I 0-1 0- I 0- 1 0-1
iJuarler ly reports •
X
( 'p•late eligibility list v X
E.valuete program X
PrepareAiunual Report X
EXHIBIT C
MONTHLY PROJECT BUDGET •
PROJECT NAME: CUPERTINO COMMUNITY HOUSING PROGRAM
NON-PROFIT ORGANIZATION: CUPERTINO COMMUNITY SERVICES PHONE NUMBER: (408) 255-8033
AGENCY DIRECTOR: SALLY BRENNAN PROJECT MANAGER: SALLY BRENNAN/TBA
LINE ITEM Month Month Month Month Month Month Month Month Month Month Month Month
1 2 3 4 5 6 7 8 9 10 11 12
•
SALARY
Personnel & Benefits 1 ,583 1 ,612 1 ,612 831 831 831 831 831 831 831 831 831_
OFFICE EXPENSE
Recd
Telephone
Postaue I t
Printing/Supplies 45 88 88 69 69 ' ' ' • ' ' ' ' 69 69
Supplies
Travel
Utilities
Equipment
Dues/Subscriptions
Misc. Costs
180
OTHER EXPENSES
Turnover Costs 750
Accounting Svcs.
Contract Svcs.
Insurance -
Conferences
Miscellaneous
Athertising 350 275 275
L286PAGE 536
State of California pI G yI N }
a SS. ORIGINAL
9
County of Santa Clara
On this Fifth day of December, in the year 1989, before me,
0 Cheryl L. Allmaras, personally appeared John T. Vidovich,
personally known to me to be the person that executed this
instrument; in behalf of the partnership and acknowledged to me
that the partnership executed it.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
•• r. OFFICIAL SEAL
. t CHERYL L ALLMARAS
�� - a �^ NOTARY PUBLIC - CALIFORNIA
rt..i� SANTA CIARA COUNTY
Chery Allmaras "'°°" My comm`expires DEC 9, 1991
NO FEE IN ACCORtDANCLEE Q 1 0 4 5 2 2 9 7
WITH 6n,/ r1LcU rUR REGURO
AT REQUEST OF
- - - - - - — - - CITY GF CUPFJTW
• WHEN RECORDED PLEASE RETURN .T0: EIGR 13 12 Z$ VII �90
OFFICE OF THE CITY CLERK -
CITY Or CUPERTINO OFFIClM. RECORDS
P. O. BOX.580 SANTA CLARA COUNTY .
CUPERTINO, CA 95014 LAURIE KANE
RECORDER
RELEASE OF COVENANT L286PAGE 535
As authorized by City Council action on November 20, 1989,
approving Resolution No. 4224 of the Planning Commission, the
City of Cupertino releases in its entirety the Covenant affecting
all of the certain real property situated in the City of Cuperti-
no, County of Santa Clara, State of California described as
follows:
Parcel 1 as shown on the Parcel Map recorded on June 8, 1989 in
Book 600 of Maps, at pages 26 and 27, Santa Clara County Records.
This Release is given specifically to eliminate that Cove-
nant dated June 8, 1989 and recorded on August` 1, 1989 in Book
L040 at pages 1843 and 1844 of Official Records, Santa Clara
County.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on this 1st day of March ,
1990.
Approved as to form: City of Cupertino:
C1 y Attorney ort,' \•Y 44'., ... . -I •-;i
City.4Clex N . + ,' S0
Notary Acknowledgement Required. Developers/'
Torre Avenue;Arope`r-ties
. 41s
By. Y ”'
•
• `a
ORIGINAL
10452298
NO FEE IN ACCORDANCE
WITH 60V CODE 6103 E;Lc:, `Un RECORD
AT REQUEST OF
114 o EE CITY OF CUPERTU O
WHEN RECORDED PLEASE RETURN. TO, I�Afl I IP 25 PH `9
City Clerk' JO
City of Cupertino Or"ri2(b.L ',EC:RDS
P. O. Box 580 • SANTA CLARA COUNTY
Cupertino, CA 95014 ; LAURIE KANE
- — _ RECORDER
L286PAGE 537
COVENANT
In consideration of certain valuable land use and economic
benefits conferred by the City of Cupertino upon the real proper-
ty described in Exhibit A (the "Parcel") , TORRE AVENUE PROPER-
TIES, a California General Partnership, ( the "Declarant") , for
itself, its successors, heirs, grantees, and assigns, declares
that its interest in the Parcel is and shall be held subject to
the following terms and conditions.
1. Declarant shall rent ten (10) dwelling units, with serv-
ices as congregate units within the complex commonly known as the
Chateau Cupertino (the "Chateau") , in accordance with Planning
Commission Resolution No. 4224 and the provisions of this Cove-
nant. Such units shall be occupied exclusively by persons or
households in financial need, compatible with existing residents,
and, except for financial requirements, meet the occupancy condi-
tions for the Chateau. A detailed listing of the terms and
conditions of this obligation is attached as Exhibit B.
2. This Covenant may be specifically enforced by the City
of Cupertino or its designee, by any means or process permitted
by law.
3 . Declarant reserves the right to impose additional •
occupancy conditions for the residents of the Chateau, including
higher minimum age requirements. City agrees that such restric-
tions shall not be affected by this Covenant.
4 . This Covenant shall be recorded in the Office of the
County Recorder for the County of Santa Clara. This Covenant
shall run with the land and be binding upon the Declarant and
every person who now or hereafter owns or acquires any right,
title or interest in or to any portion of the Project.
5. This Covenant may be amended, modified, or terminated
upon a majority vote of a quorum of the City Council of Cupertino
and such vote may occur without public notice.
6. This Covenant shall expire Twenty (20) years from the
date of this covenant subject to existing vacancies of the Ten
. (10) Units consistent with exhibit B, condition 4.
ORIGINAL
L286PAGE 538
7. This Covenant shall terminate upon the finding by any
court of law, or administrative agency, that this Covenant is
illegal for any reason including, but not limited to, a determi-
nation that this Covenant violates any State or Federal law
and/or statute or the State or Federal Constitution.
8 . This Agreement shall be subordinate to any Deed of Trust
recorded against the Project.
9 . If any provision of this Covenant is held by a court of
competent jurisdiction to be void or unenforceable, the remainder
of the provisions shall remain in effect as if this Covenant had
been executed without the invalid part.
IN WITNESS WHEREOF, the parties have executed this Covenant
on this 1st day of March ,
1990.
Approved as to for : City of Cupertino:-,
rr,,• . . • •
• Ali '11�I
City Attorney M 6 - '.-- •ay `
c.
Cit aleA. !t•
Notary Acknowledgement Required. Developei.A . °' 0
Torre Aven4.10, Properties
By: V ti- ci\
G eral Partner
12S6PAGE 539
EXHIBIT A
Parcel 2, as shown upon that certain Map entitled, "Parcel
Map being all of Lots 5, 6, 7 and 8 of Tract 7661 recorded in
Book 543 of Maps, at pages 25, 26 and 27, Santa Clara County
Records, and all of Lots 4, 5, 6, 7 and 8 of Tract No. 7662,
recorded in Book 544 of Maps, at pages 26, 27 and 28, Santa Clara
County Records", which Map was filed for record January 27, 1987
in Book 570 of Maps, at pages 42 and 43, Santa Clara County
Records.
EXCEPTING THEREFROM the underground water rights with no
right of surface entry granted by Jason Chartier to San Jose
Water Company, a California corporation, by instrument dated May
13, 1985, recorded May 21, 1985 in Book J351 of Official Records,
page 139.
ALSO EXCEPTING THEREFROM the underground water rights with
no right of surface entry granted by Jason Chartier to San Jose
Water Company, a California corporation, by instrument dated May
13 , 1985, recorded June 27, 1985 in Book J384 of Official Re-
cords, page 1491.
L286Pn6E 540
EXHIBIT B
CONDITIONS FOR MAINTENANCE OF AFFORDABLE SENIOR UNITS
WITH SERVICES
1. Number of units to be provided: 10.
2 . Unit type: one bedroom.
3 . Maximum occupancy: two people.
4 . Length of rent restriction: 20 years. After 20 years,
no new tenant would be placed in affordable units, and the pro-
gram would close through attrition. To eliminate displacement of
residents, at the end of 20 years existing residents in the
affordable units would be able to remain there at subsidized
rents until they chose to leave. (This could result in an exten-
sion of time for some residents for a number of years. )
5. Rent per unit: Average of $700 per month, but a lower
rent could be charged on some units with a concomitant higher
rent on others, depending on ability to pay. (The agency screen-
ing and placing residents will not advertise Chateau at the lower
rates and will not allow the subsidized units to be rented by
tenants who do not qualify. )
6. Services provided: The subsidized units will receive
equal services including two meals a day, maid service, utili-
ties, transportation, valet parking, and other customary services
provided to other residents in the complex. In addition, resi-
dents occupying the affordable units should be dispersed through-
out Chateau so they are not easily identifiable as those receiv-
ing rental subsidies.
7. Screening of prospective tenants: Screening criteria
should be developed by the non-profit agency with input from the
applicant. The applicant should obtain and screen prospective
residents' credit reports and assist the non-profit agency in
developing procedures to insure that placements made at Chateau
are appropriate.
8 . Cost for double occupancy: $1, 060 monthly for two unre-
lated people and no more than $900 for a married couple.
L286PA6E 541
9. Vacancy: The non-profit agency providing placement
services should maintain a ready list of pre-screened, eligible
potential tenants so that vacancies can be filled expeditiously.
The agency would have 60 days to fill a vacancy. If the unit is
not filled in 60 days, the agency would have to wait until the
next one-bedroom unit becomes available.
10. Rent adjustments of subsidized units: During the term of
the program, the rental amounts may be adjusted annually to
reflect the change in the purchasing power of the dollar. The
Consumer Price Index, U.S. City Average, will be used.
11. Rent adjustments of non-subsidized units: The cost of .
subsidies shall not be passed on to the tenants of the unsubsi-
dized units in the form of rent increases and this policy shall
be considered in any rent mediation.