HomeMy WebLinkAboutReso 70-06 CDBG 2006-2007 Funds
RESOLUTION NO. 70 - 06
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
**************************** .....:ft1C1t*****.
AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY
OF ALAMEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR
FISCAL YEAR 2006-2007 AND APPROVING COMMUNITY DEVELOPMENT BLOCK
GRANT-FUNDED AGREEMENTS WITH BAY AREA COMMUNITY SERVICES,
COMMUNITY RESOURCES FOR INDEPENDENT LIVING (CRIL), OPEN HEART
KITCHEN, SENIOR SUPPORT OF THE TRI-V ALLEY, SPECTRUM COMMUNITY
SERVICES, INC., AND TRI. VALLEY HAVEN FOR THE SAME FISCAL YEAR AND
AUTHORIZING THE MAYOR TO SIGN THE ABOVE AGREEMENTS
WHEREAS, the Congress of the United States has enacted the Housing and Community
Development Act of 1974, and
WHEREAS, Title I of the Act consolidates previous grant programs into the Community
Development Block Grant; and
WHEREAS, the United States Department of Housing and Urban Development has made a
determination that Alameda County may operate as an Urban County; and
WHEREAS, at this time the City Council has received a staff report recommending adoption of
an agreement between the City of Dublin and the County of Alameda for allocation and usage of$83,866
in Community Development Block Grant funds for Fiscal Year 2006-2007, and
WHEREAS, the City Council on April 4, 2006, directed Staff to request from Alameda County,
$16,977 62 of unused housing rehabilitation funds to be reallocated to the 2006-2007 CDBG allotment;
and
WHEREAS, the City Council on May 2, 2006, directed Stafl"to request from Alameda County, an
additional amount of $53,713 of unused housing rehabilitation funds to be reallocated to the 2006-2007
CDBG allotment; and
WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2006-2007,
Staff sent out Request for Proposals to solicit interest from agencies in providing services within the City;
and
WHEREAS, from the proposals received, the above listed agencies were evaluated to best serve
the needs of the community; and
WHEREAS, on January 17, 2006, the City Council approved funding for the following programs
for utilization of the City's Fiscal Year 2006-2007 CDBG funds: Dublin Sidewalk Ramps, Senior Support
of the Tri Valley Case Management for Low Income Seniors, Tri- Valley Haven's Domestic Violence/
omeless Shelter, Spectrum Community Services for Meals on Wheels, Community Resources for
Independent Living (CRIL) for Independent Living Services, Open Heart Kitchen for Weekend Box
Lunch Program, Bay Area Community Services for the Valley Creative Living Center, Minor Home
Reso No. 70..06, Adopted 5/]6/06, Item 4 II
Page lof2
Repair Program, Program Administration as well as an annual contribution for participation in a regional
effort for the Acquisition and Rehabilitation of the Sojourner House Homeless Shelter (collectively "the
Programs"); and
WHEREAS, on May 2,2006 the City Council approved funding a portion of the Alamo Creek
Park ADA accessibility and renovation project with additIOnal CDBG funds received from the County;
and
WHEREAS, the City has prepared agreements for each of the Programs involving agencies other
than the County of Alameda or City-administered programs ("the Agreements"); and
WHEREAS, on May 16, 2006, the City Council received a staff report recommending that the
City now execute agreements with the above listed agencies for utilization of Dublin's allocated CDBG
funds. The Agreements are included as attachments to the staff report and are hereby incorporated by
reference.
NOW, THEREFORE, BE IT RESOLVED, that the City Council ofthe City of Dublin takes the
following actions:
I) Approves an Agreement by and Between the City of Dublin and the County of Alameda
for allocation of CDBG funds,
2) Approves the Agreements with various agencies for use of the City of Dublin's CDBG
funds for 2006-2007, and
3) Authorizes the Mayor to execute the above listed agreements.
PASSED, APPROVED AND ADOPTED this 16th day of May 2006 by the following vote:
AYES: Councilmembers Hildenbrand, McCormick, Oravetz and Zika, and Mayor Lockhart
NOES: None
ABSENT: None
ABSTAIN: None
ATT~ ~
11I\ \ 1"'\......
City Clerk
Rcso No. 70..06, Adopted 5/16/(16, I(cm 4.11
Page 2 of2
AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
THIS AGREEMENT is made and entered into this 1 st day of July, 2006, by and between
the County of Alameda (hereinafter referred to as "County"), and the City of Dublin, located in
the County of Alameda, State of Califurnia, (hereafter referred to as "City").
WHEREAS, the County has entered into a Grant Agreement with the United States
Department of Housing and Uroan Development (HUD), for a Community Development Block
Grant (CDBG) under the Housing and Community Act of 1974, said funds to be used for
Community Development block. Grant Programs and its eligible activities; and
WHEREAS, the activities of the City under this Agreement with the County shall be
governed by the conditions of the Grant Agreement between the County and the United States
Department of Housing and Uroan Development;
NOW THEREFORE,FOR AND TN CONSIDERATION OF THE PROMISES
HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AGREE AS FOLLOWS.
L STATEMENT OF WORK
CITY will perform or arrange for the performance of the work under this Agreement in
the manner and time provided herein and in accordance with: the budget; the scope of
work and any specifications and drawings; and all related document~ and provisions
attached hereto as Exhtbit A and incorporated herein by reference.
II. COMME.Ji.CEM"ENT AND COMPLETION REOumEMENTS
A. The term of this Agreement begins on the 1st day of July, 2006 and ends on the
30th day of June, 2007, or when all contract terms have been completed.
B It shall be the responsibility of the City to coordinate and schedule the work to be
performed so that commencement and completion will take place in accordance
with the provisions of this Agreement. The County may extend the time for
completion of the Agreement in writing, if it determines that delay in the progress
of work is not attributable to the negligence of the City and that such delay was
due to causes beyond the control of the City
C. Any time extension granted to the City to enable the City to complete the work
shall not constitute a waiver of rights the County may have under this Agreement.
D_ Should the City not complete the work by the scheduled date or by an extended
date, granted by the County in writing, pursuant to previously stated conditions,
the Couuty shall be released from all conditions of this Agreement.
E- Upon completion of performance under this Agreement and a determination of
final costs, City shall submit to the County a certificate of completion for
construction projects and a requisition for final payment for service projects,
unless otherwise provided in this Agreement.
m. SUBCONTRACTS
A. Any subcontract funding under this Agreement shall be submitted to County for
review and approval prior to its execution.
B In the event subcontcaCtor is a private non-profit OT neighborhood-based non~
profit organization, or a local development or small business investment
corporation, contractor is required to comply with the procurement procedures of
Office of Management and Budget (OMB) Circular A-110 and A-122
(incorporated herein by reference) for the procurement of supplies and services in
connection with activities funded under this Agreement.
C. Any subcontract funded under this Agreement shall be subject to the terms and
conditions of this Agreement.
IV. BUDGET
Any requested modification to the Budget attached to this Agreement and incorporated as
part of this Agreement, shall be reviewed and approved by County Any budget
modifications require the prior written approval of County. Budget modifications shall
not alter: I) The basic scope of services required to be performed under this Agreement;
2) the time period fOr the services to be performed under this Agreement; and, 3) the total
amount of the authorized budget of this Agreement (see Exhibit A), subject to future
amendments as approved by the Alameda County Community Development Director.
Any of the cost categories shown in the Agreement Budget may be exceeded by ten
percent of the indicated figure, provided that the total approved amount of allowable
costs is not exceeded.
v. BJK;ORDS AND REPORTS
A. All original documents prepared by City in connection with the work to be
performed under this Agreement shall be the property of the County
B City's records shall be made available for Teview by the County prior to the
release of funds. City shall be Tesponsible for maintaining all TeCOTds pertaining
to this Agreement, including subcontracts and expenditures, and all other financial
and pToperty records in conformance with OMB circular A-l1 0
C. Records must be kept accurate and up-to-date. Failure of City to comply with this
provision could result in termination of this Agreement or City's repayment of
funds previously awarded under this Agreement.
VI. PROGRAM MONITORING AND EVALUATION
A. City shall be monitored and evaluated in terms of its effectiveness and timely
compliance with the provisions of this Agreement and the effective and efficient
achievement of the Program Objectives.
B. City shall undertake continuous quantitative and qualitative evaluation of the
Scope of Services as specified in this Agreement and shall make quarterly written
reports to County
1_ The quarterly written reports shall be submitted in the format approved
and provided by the County
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The County shall have ultimate responsibility for overall project monitoring and
evaluation, to assist City in complying with the scope and contents of this
Agreement, and to provide management information which will assist the
County's policy and decision-making and managers.
D The City shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
vn. PROGRAM INCOME
A Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-II 0
B. Program income received by City shall be returned to County for future
application to City projects.
C Program income from UrlJan County program activities undertaken by or within
City which thereafter tenninates Its participation in the Urban County shall
continue to be program income of the County County may transfer the program
income to City, upon its termination of Urban County participation, provided that
City has become an entitlement grantee and agrees to use the program income in
its own CDBG entitlement program.
VIll. UNIFORM ADMINISTRATIVE REOUlREMENTS
City shall comply with Uniform Administrative Requirements as described in Federal
Rq,'UlatiollS, Section 570.502 as applicable to governmental entities.
lX. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part at; or in
oonnection with the performance of this Agreement.
X. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, City shall transfer to County any CDBG
funds on band at time of expiration and any accounts receivable attributable to the
use ofCDBG funds.
8. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives fur a minimum of five
yems after the expiration of this Agreement or disposed of in a manner that results
in County being reimbursed at fair market value less value attributable to non-
CDBG expenditures.
XI. 011IER PROGRAM REOUIREMENTS
City certifies that it will carry out each activity in compliance with all Federal laws and
regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to
a) Non-discrimination, b) Fair Housing, c) Labor Standards, d) Environmental Standards,
3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and
Cost Principals, k) Conflict of Inter est, and I) Displacement.
XII. TERl\tIlNATION OF TInS AGREEMENT
County may terminate this Agreement in whole or in part immediately for canse, which
shall include as example but not as a limitation:
A. Failure, for any reason, of City to fulfill in a timely and proper manner its
obligations under this Agreement, including compliance with City, Stale and
Federal laws and regulations and applicable directives;
8. Failure to meet the perfOlII1llllce standards contained in other sections of this
Agreement;
C Improper use of reporting of funds provided under this Agreement; and
D Suspension or termination by HUD of the grant to the County under which
Agreement is made, or the portion thereof delegated by this Agreement.
Appmved llll to form:
/1/'
Lf(
By: ".. iLIV! '--
City Attorney
-.'1 ()
1(, ,\":1_._
Date:
,. - /t-
') ,
t 1:,
Approved llll to form. Richard E. Winnie
County Counsel
By:
Deputy County Counsel
Date:
* . * * * * * . . * * * *
CITY OF DUBLlN
~~~,
Date: S ~)~
COUNTY OF ALAMEDA
By:
President, Board of Supervisors
Date:
AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
EXHIBIT A
03L Public: Improvements - Sidewalks
Install approximately five (4) pedestrian curb ramps at various curb returns. $7,380
05A Public: Service - Senior Services
Provide an average of 20 hot nutritious meals daily to homes of low-income, $4,900
frail homebound elderly residents.
Through case management program, seniors are visited in their homes to assess $9,200
their physical., psychological social, and environmental needs.
05B Publ.ic Service - Handicapped Services
One-on-one direct services to low income Dublin residents with disabilities. $9,100
05D Public Service - Y outb Services
Distribute box lunches to low income school children and their families. $8,800
05G Public: Service - Battered and Abused Spouses
Domestic violence shelter, homeless services and crisis line services. $13,200
050 Public Service - Mental Health Services
Community based day program serving adults with psychiatric disabilities. $4,400
14A Rehabilitation - Single Unit Resideutial
Minor Home Repair and Owner Rehabilitation Programs. $14,859
14B Rehabilitation - Multi Unit Residential
Section 108 payment ofloan for acquisition/rehabilitation. Loan taken out $5,427
by City ofLivennore.
21A Administration
Provide overall CDBG program administration. $6,600
TOTAL - CITY OF DUBUN $83,866
AntU:ipated Program Income" $55,000
..
Based on an estimate of prior yt!ll1'S' program income fY!.Ceived; only tu:hlal progrtl1ll
income 1V!'CeiI>ed wiU be available to the City for its Revolving Loan Fund (Holl$ing
Rehabilitation Programs).
5 REVERSTON OF ASSETS
A. Upon the exp,ration of thIS Agreement, Contractor shall transfer to City any
CDBG funds on hand at tIme of expiration and any accounts receivable
attributable to the use ofCDBG funds.
B Real property in excess of $25,000, ohtained in whole or in part with CDBG
funds must be used to meet one of the natIOnal ohjectives lur a minimum of fivc
ycars atkr the expiration ofthis Agreement or dl~posed of ill a manner that rcsults
in City bcing rcimbursed at fair market value less value attributable to non-CDBG
cxpenditurcs.
6. OTHER PROGRAM REOUIREMENT~
Contractor certifies that lt will carry out each activity in compliancc with all Federal laws
and regulations described in 24 CFR, Part 570, Suh-part K (570.600"570-612) and relatcs
to a) Equal Employment Opportunity PractIces ProvIsions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) Nabonal Flood Insurance Prob'1'am, l)
Relocation and Acquisition, g) Employment and Contracbng Opportumtles, h) Lead-
based paint, i) Usc of Dcbarrcd, Suspended or Ineligible Contractors or Suh-reclplents, J)
lTm[,)m1 Admmistrative Requirements and Cost Principals, k) Conflict ofInterest, and 1)
Displacement.
7 BILINGUAL ASSITANCE
Contractor will prOVIde hihngual prnfesslOnal stafT as needed to scrve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrativc procedures must be in complIance With. the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit OrgamzatlUns.
B. OMB Circular A.. I 10, Uniform Administrative ReqUirements for Granl and Other
Agrccmcnts with Institutions of Higher Education, Hosp,tals and Other Non-
Profit Organizations.
C Paragraph (b) of Section 570.502 of sub-part .r of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D SectIOn 44 () of 24 CPR Parl 44 (N,ll1-Federal Government Audit Rcquircments),
Common Rule of Uniform Achmlllstrabve ReqUIrements for Grants and
Coopcrative Agreements with State and Local Governments
Consulting Services Agreemenl belween
City of Dublin and Tri-Valley Haven Page 4 of Exhibit C
2006
Amencan Indian or Alaska Native and Black or
African American
Other (mdlvlduals who are not included ahove)
Hispalllc (ethnlclty category that cuts across all
races; If LLsed, a race Identified ahove must also he
Identlfied)
Female Headed Households
c. Othcr data as requircd by City
2. The quartcrly rcport shall bc due on the fiftecnth day of the month
immedIately following the report quarter, except fi,r the end of the
program year report whIch IS due wlthm thirty days.
C The City shall have ultimate rcsponsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contcnts of this
Agreement, and to providc managemcnt infomlation that will assist the City's
policy and decision-makmg and managers.
D The Contractor shall follow aucht reqlllrements of the Sll1gle Audit Act and OMB
Circular A..128.
2. PROGRAM INCOME
A. Program incomc shall be recorded as part ofthe financial transactions of thc grant
program and disburscd in accordance with OMB Circular A-llO, with prior
appro~al Or consent of City
B Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program mcome from Urban City~funded acl1vlties LLndertaken hy or wlthm an
Urban CIty JUllschctlon that thereafter telllllnates lis parhClpatlon in the Urban
CIty, shall contmue to he program l11COl1le of the Urhan City
3 UNIFORM ADMINISTRATIVE REOUIREMENTS
Contractor shall comply WIth Umfornl Adlllllllstratlve ReqUirements as described m
Federal Regulations, Section 570.502 as applicable to governmental entities.
4 RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worshIp, instmction, or proselytization as part of, or m
connection with the performance of this Agreement.
Consulling Services Agreement between
City of Dublin and Tri-Valley Haven Page 3 of Exhibit C
2006
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
AODlTlONAL TERMS 4.ND ('ONDTIONS
I PROQBAI\1J0"Qt"ITORlNG AND EVALUATION
A. Conlractor shall he monitored and cvaluatcd in tenus of its effectiveness and
tImely comph<lllce WIth the proVISIOllS of tnls Agreement and thc cffcctivc and
cfficicnt achicvcmcnt of the Program Objectives.
B. Contractor must undcrtakc continuous quantitative and qualitative evaluation of
thc Scopc of Scrviccs as spccified in this Agreement and shall make quarterly
written reports to City
The quarlerly wntten reports sha1l indudc, but shall not bc limited to the
followmg data elements:
a. Title of program, listing of components, descnptlOn of
adi vi lies/operations.
b ServIce area (I.e., cItYWIde, etc., including applicable ccnsus
tracts) .
c. Goals - thc projccted goals, indicated numerically, and also the
goals achIeved (for each report period). In addition, idcntify by
percentage and description, the progress achIeved lowards meeting
the specified goals; additionally, ldenlify any prohlems
encountered in meeting goals.
d. Beneficiaries - providc the following:
i) total number of direcl heneficlaries.
ii, Pcrccnt of total numbcr of direct beneficianes who are:
Low and moderate incomc
Low mcome
Amencan Indian or Alaska Native
ASI<lll
Black or African American
Native Hawaiian or Othcr Pacific Islander
WhIle
Amcrican Indian or Alaska NatIve and While
ASlan and \Vh,le
Black or African Amencan and \Vhite
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 2 of Exhibit C
2006
EXHIBIT B
BUDGET - Tri-Valley Haven
A. SalarieslEmployee Benefit~
Case Manager - Domestic Violence Shelter
6 hours @$15/lu'.
Benefits @ 33 14%
Total salaries and benefits
$4,680
$1.551
$6,231
Case Manager -. Homeless Shelter
7 hours @ $15/hr
Benefits @33.14%
Total Salaries and benefits
$5,460
$lJlO9
$7,269
Total SalaricsfBencfits
$13,500
B. Operating Expenses
Utilities
Telephonc
Office Supplies
Total Operating Expenses
$ 500
$ 500
$ 500
$ 1,500
$15,000
Total budget
Consulting Services Agreement between
City of Dublin and Tri..Vallcy Haven Page 1 of 1
2006
EXHIBIT A
SCOPE OF SERVICES
Tri- Valley Havcn provides shelter and counseling lor women and their children escaping
domestic violence in the Tri-Valley area. Tri-Valley Haven operates a domestic violence
program, honleless program, and Rape Crisis Center. The Haven creates homes safe
from abuse and contrihutes to a more peaceful society one person, one family, and one
community at a time.
The domestic violence program c'lllsists of a confidential emcrgency shelter, individual
and group counseling, restraining order assistance and Crisis Line. Our 3D-bed domestic
violence shelter, Shiloh, offers women with or without children shelter for 45 to 105
days.
Our goals fix FY 2006/()7 are as follows:
To provide domestic violence services to 25 Dublin residents.
To providc homeless serv.iees to at least 165 Dublin residents,
To provide 16 community education and preventative presentations to at least 600 Dublin
resi dcnts.
To provide counseling services to 12 Dublin residents.
Consulting Scrvi,:es Agrcement between
City of Dublin and Tri-Valley Haven Page 1 of I
20()6
10.11 Inteeration. This Agreement, including the scope of work attach cd hereto and
incorporated hercin as Exhibit A, thc budget attached heret() and incurporated
herem as Exhibit B, ami the Commumty Development Block Grant AdditIOnal
Terms and Conditions as Exhibit C represents the entire and intcgrated
agreement between City and Consultant and supersedes all prior ncgotiations,
rcprescntations, or agreements, either written ur oral.
CITY OF DUBLIN
Tn-Valley Haven
.d~)htJ
act Locl{hart, Mayor
(i}m~rn
Ann Kmg ,I
Executive Dlreclor
<\Uest:
Faw1~~~;,~
Approved as to Form.
{I ~-'1
c' \ .~-iiJlL ;;(
\ ., (~-
Ehzabeth H. Silver, City Attorney
Consulting SeTVlces Agreement hetween
City ofDuhhn and Tn-Valley Haven Page 15 of 15
2006
in thc Political Reform Act, codIfied at CahfiJrnia eJovcrnment Code Section
81000 el set{
Consultant shall not employ any City officIal in the work pcrformed pursuant to
this Agreement. No officer or cmployee of City shall have any financial interest
m th,S Agreement that would violate California Government Code Sections 1090
et set{.
Consultant herehy warrants that it is not now, nor has it heen in the prcvious
twelve (12) months, an employee, agcnt, appointee, or official of the City If
Consultal1t was an employee, agent, appointce, or official of the City 111 the
previous twelve months, Consultant warrants that it did not partlClpate many
maimer in the forming of thIS
Agrccment. Consultant understands that, If this Agrccment is made in violatIon
of Govcrnment Code ~ 1090 et.set{., the entIre Agreement is void and Consultant
will not he entItled 10 any compcnsation for services performed pursuant to this
Agreement, mcludmg relnlbufsement of cxpcnscs, and Consultant will he
rcquired to reimburse the CIty for any sums paid to thc Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to crimmal
prosccution for a violation of Govemment Code ~ 1090 and, if applicable, will be
dis<jualified from holding public office in the State of Calilornia.
10.8 Solicitation. Consultant agrees not to solicit business at any meetmg, focus
group, or interview related to this Agreement, either orally or through any wntten
matenals.
10.9 Contract Administration. ThIS Agreement shall be administered hy the
Community Development DIrector or his dcsignee ("Contract Admmlstrator").
All correspondence shall be dlTected to or through thc Contract AdmullStratof or
his or her designee.
to. to Notices. Any written noticc to Consultant shall be sent to
Tri-Vallcy Havcn
Arm King, Executivc Director
3663 Pacific Avenue
Livcrmorc, CA 94568
Any wntten notlce to City shall he sent to.
Community Dcvelopment Dircctor
City ofDubhn
100 Civic Plaza
Dublin, CA 94568
Consu]tmg Scrvices Agrccmcnt bctwccn
City ofDuhhn and Tn-Valley Haven Page 14 of 15
2()()(j
9.3 Inspection and Audit of Recurds. Any records or documents that Section 9.2 of
thIs Ab'l"cemcnt requires Consultant to mamtam shall bc madc available for
InSpectHln, audit, and/or copying at any time dunng regular husmess hours, upon
oral or wnlten request of the City Under CalifornIa Government Code SectIOn
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agrcemcnt shall be subject to
thc examinatIOn and audit ofthc Statc Auditor, at the request of City or as part of
any audit of the City, for a period of threc (3) ycars after final payment llilder the
Agrccmcnt.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Atturnevs' Fees. If a party to this Agreement bnngs any achon, including an
action for declaratory reliet~ to cnforce or interpret the provlSlon of thls
Agrccment, the prevailing party shall he entitled to reasonable attorneys' fees in
addlhon to any othcr reliefto which that party may be entitlcd. Thc court may sct
such fees m the samc action or in a separate actIOn brought for that purpose.
10.2 Venue. In the event that either party brings any achon agamstthe other under
this Agreement, the parties agrcc that trial of such action shall be vested
cxclusively in the state courts of California in thc County of Alameda or m the
Umted Statcs District Court Northem Dlstnct of Cahlornia.
10.3 Severability. If a court of competent ]unsdldion finds or mlcs that any provision
of thIs Agreemcnt is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain m full force and effect. The invalidity in
whole or in part of any provision of thiS Agreement shall not void or alIcct thc
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breacb. The waivcr of any breach of a specific prOVISion
of this Agreemcnt does not constItute a waiver of any othcr breach of that term or
any other term oflhlS Agreement.
10.5 Successors and Assil!ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind thc succcssors and assigns oftlle partles_
10.1i Use of Recvcled Products. Consultant shall prepill"e and submIt all reports,
written studies and other printed matcrial on recycled paper to the extent It IS
available at equal or less cost than virgIn paper
10.7 Conflict of Interest. Consultant may serve othcr clicnts, but none whose
activitics within the corporate I11TI1ts of City or whosc busincss, regardless of
location, would place Consultant In a "conflict of mterest," as that tcrnl is dcfined
Consultmg Services Agreement betwecn
City of Dublin and Tri..Valley Haven Page 13 of 15
2006
8.6 Options upon Breach bv Consultant. If Consultant matenally breaches any of
the tem1S ofthis Agreement, City's remedies shall included, but not be hmlted to,
the followmg:
8.6.1 Immcdiatcly terminatc the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other WOTk product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work dcscribed in Exhibit A
not finishcd by Consultant; or
8.6.4 Charge C9nsllltant the diflerence bctwccn the cost to complete the work
described lU Exhibit A that is unfinishcd at the time of breach and the
amount that CIty would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Crcatcd as Part of Consnltant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studics,
speci fications, rccords, filcs, or any other documents or matenals, m eleclTOUlc or
any other form, that Consultant prcparcs or obtains pursuant to this Agreement
and that relate to the mallers covered herellnder shall bc thc property of the City
It is understood and agreed that the documents and other matcrials, including but
not limited to those descJibed above, prepared p"rsuant to this Agrccmcnt are
prepared specifically for the City and are not necessarily suitable for any futurc or
other usc. City and Consultant agree that, until final approval by City, all data,
plans, specillcations, rcports and othcr documents are confidential and will not be
released to thlrd parhes wlthollt pJior written consent of both parties.
Consultant shall be responsible for mamtammg all records pertaining to this
Agrccment, including subcontracts and expenditures, and all other financml and
property records in conformance with OB circular A -II 0 Upon req llest,
consultant shall deliver any required records or documents to the City within a
reasonable amount oftimc.
9.2 Consultant's Books and Records. Consultant shall mamtain any and allledgcrs,
books of account, invoiccs, vouchers, canceled checks, and other records or
documents evidencing or rclating to chargcs for services or expendItures and
dIsbursements charged to the City under th,S Agreemcnt for a minimum of three
(3) years, or for any longer penod reqUired by law, from the date of final payment
to thc Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Tri.. Valley Haven Page 12 of 15
2006
Consultant shall mclude the provisions of this Subsection m any subcontract
approved hy the Contract Admllllstrator or this Agreement.
Section 8.
TRRMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without causc
upon written notification to Consultant.
Consultant may cancel th,s Agreement upon thniy days' wntten notice to City
and shall include in such notIce the reasons for cancellatlon.
In the event of termination, Consultant shall bc cntitlcd to compensation for
services pcrformcd to the cffcctive date of termination; City, however, may
condition paymcnt of such compensation upon Consultant delivenng to City any
or all documents, photographs, computer software, vIdeo and audio tapes, and
other materials prllVlded to Consultant or prepared by or for Consultant or the
City in connectJon With this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extcnd thc cnd date of
this Agreemcnt beyond that providcd for in Suhsection 1 1 Any such extensIOn
shall require a wntten amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an cxtcnsion, City
shall have no obligation to provide Consultant with compcnsation heyond the
maximum amount provided for 10 th,S Agreement. S'milarly, unless authorized
by the Contract Adomnstrator, City shall have no ohligation to reimburse
Consultant for any otherwise reimhursable expenses incun'ed during the extension
penod.
8.3 Amendments. Thc parties may amend this Agreement only hy a wntmg slgned
by all the partIes.
8.4 Assil!:nment and Subcontractinl!. City and Consultant recognize and agrcc that
this Agreement contcmplatcs pcrsonal pcrfornmnce by Consultant and is hased
upon a determination of Consultant's uniquc pcrsonal competence, expenence,
and specializcd pcrsonal knowledgc. Moreover, a substantial inducement to City
for entering into this Agrccmcnt was and is thc profcssional reputatl(ln and
compctcncc of Consultant. Consultant may not assign thiS Agreement or any
mterest therem without the prior written approval of the Contract Administrator
Consultant shall not subcontract any portion of thc pcrformance contemplated and
provided for hcrcin, other than to the subcontractors noted m the proposal,
without pnor written approval of the Contract AdmlIlIstrator
8.5 Survival. All obligations arising prior to thc tcrmination of this Agreen1ent and
all provisions of this AgreenHmt allocaling Iiahility between City and Consultant
shall survive the termination ofthis Agreement.
Consulting Services Agrccmcnt between
City of Dublin and Tri-ValleyHaven Page IJ of15
2006
6.2
Consultant No Al!cnt. Rxcept as City may specify in wntmg, Consultant shall
have no authority, express or Imphed, to act on bchalf of City in any capacity
whatsoever as an agent. Consultant shall have no authonty, cxpress or imphed,
pursuant to this A.greement to hind City to any obligation whatsoever
Section 7,
LRGAI" REQUIREMENTS.
7.1 GoverniDl! Law. Thc laws of the State of California shall govern this
Agreement.
7,2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded hy fiscal assistancc from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the ternlS of such fiscal assistance progranl.
Without limiting the generahty of the foregoing, Consultant and any
sllhcontractors shall comply with the Commumty Developmcnt Block Grant
AdditIOnal Terms and Conditions attached hereto as Exhibit C
7.4 Licenses and Permits. Consultant reprcscnts and warrants to City that
Consultant and its employees, agents, and any suhcontractors have all hcenses,
penmts, qualificahons, and approvals of whatsoever nature that arc lcgally
required to prachce theIr respectivc professions. Consultant represents and
warrants to Clty that Consultant and its employees, agents, any suhcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
thIS Agreemcnt any licenscs, permits, and approvals that arc legally required to
prachce their rcspectivc professions. In additIOn to the foregoing, Consultant and
any suhcontractors shall obtain and maintam during the term of this Agreement
'Vahd Busmess LICenses from City
7.5 Nondiscrimination and Ruual Opportunity. Consultant shall not discnmmate,
on thc basis of a person's race, rehglOn, color, national origin, age, phYSical or
mental handicap or disability, medical condihon, marital status, sex, or sexual
onentatlOn, against any employee, applicant for employment, subcontractor,
bidder for a suhcontract, ,Jr participant in, recipient of, or apphcant for any
services or programs provIded hy Consultant under this Agreement. Consultant
shall comply with all apphcable federal, state, and local laws, policies, rules, and
reqUlrements rclatcd to cqual opportumty and nondiscnmination in employment,
contrachng, and the provision of any services that are the suhject of this
Agreement, mcluding bul not hmited to thc satisfaction of any posihve
ohligations rcquircd of Consultant thereby
Consulting Services Agreement hetween
City of Dublin and Tri..ValJev Haven Page 10 of 15
2006
liability, c1alllls, suits, actions, damages, and cau~es of achon anslIlg out of any personal injury,
hodily mjury, loss of Ii fe, or damage to property, or any violation of any fcdcral, state, or
municipal law or ordinance, to the extent caused, in whole or in part, hy the willful mlsconduct
or negligent acts or omissions of Consultant or its employccs, suhcontractors, or agents, hy acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregomg obligation of Consultant shall not apply when (I) the inJUry, loss of lifc, damage to
property, or violation (If law anses wholly fi'om the negligence or willful misconduct of the City
or its ofTicers, employees, agents, or volunteers and (2) thc actions of Consultant or its
cmployees, subcontractor, or agents havc contributed in no part to the inJ llry, loss of life, damage
to property, or violation of law It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of thc California Civil
Code. Acccptance by City of msurance certificates and cndorscmcnts reqll1red under thiS
Agreement does not reheve Consultant from liability undcr this indcmnificatlOn and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such msnrance pohcies shall have heen detelmined to apply
By execution of this Agrcement, Consultant acknowledges and agrees to the provisions of this
SectJOn and that it is a material element of conSideratIOn.
In the cvcnt that Consultant or any employee, agent, or subcontractor or Consultant prOViding
scrvices under this Agreemcnt is determined by a court of competent junsdiction or thc
CalifornIa Public Employees Retirement System (PERS) to be ehgihle for enrollment in PERS as
an employee of City, Consultant shall mdelllilify, defend, and hold harmless City for the
payment or any employee and/or employcr contributions for PERS henefits on behalf of
Consultant or ItS employees, agents, or subcontractors, as well as for the payment of any
pCllalties and interest on such contributions, whIch would otherwlse he the responsibility of City
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times dunng the tenn of this Agreement,
Consultant shall be an indcpcndCllt contractor and shall not be an employee of
City City shall have the nght to control Consultant only insofar as the results (If
Consultant's serVlces rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3, however, othcTWisc City shall not bave
the nght to control the means by which Consultant accomphshes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and suhcontractors providing scrvices under th,S
Agreement sball not qualify for or become entitled to, and hcreby agree to waIVe
any and all claims to, any compensation, bencfit, or any incident of employment
by City, including but n(lt hmited to ehgihihty to enroll m the California Public
Employces Retirement System (PERS) as an employee of City and entitlement to
any contributIOn to be paid by City for employcr contributions and/or employee
contributions for PERS benefits.
Consulting SeTVlces Agreemcnt between
City of Dublin and Tri-Valley Haven Page 9 of] 5
2006
4.4.4 Variation. The City may approve a vanabon m the foregomg mSllrance
rcquirements, upon a dctcrmination that the coverages, scope, lnmts, and
forms of such insurancc arc either not commercially available, or that the
City's intcrcsts arc otherwisc fully protectcd.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall dIsclose to
and obtain thc approval of City for the self-insured retentions and
deductib1es be.lore beginning any of thc scrviccs or work callcd for by any
!erm oflhls Agreement.
Dunng the penod covered by thIs Agreement, only upon the prior express
wnttenauthonzahon of Contract Admmls!ra!or, Consultant may mcrease
such deductibles or self-msured retenhons WIth respect to City, its officers,
cmployees, agents, and volunteers. The Contract Administrator may
condition approval of an incrcasc in deductiblc or self-insured retention
levels with a reqlmement that Consultant procure a bond, guarantccing
payment of losses and related mvestigatlOns, clmm administration, and
defense expenses that IS satisfactory in all respects to each ofthem.
4.4.6 Notice of Reduction in Coveral!e, Tn the even! that any coverage
required by this section is reduced, limited, or matenally affected m any
other manncr, Consultant shall providc written notice to City at
Consultant's earlIest possible opportumty and m no case later than five
days aftcr Consultmlt is notificd of the change in coverage.
4.5 Remedies. Tn addition to any other remedies City may havc if Consultant fails to
pnJvlde or maintam any insurance pohcies or pohcy endorsements to the extent
and wlthm the lIme herem reqUIred, City may, at Its sole ophon exercise any of
the followmg remedies, whIch are altemal1ves to other remedies City may have
and are not the exclusive remedy for Consultant's breach.
· Obtmn such msuTance and deduct and retam the amount of the premiums for
such msurance from any sums due under the I\.greement,
. Order Consultant to stop work under thIS Agreement or WIthhold any payment
tlIat becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hcrcof; and/or
. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RRSPONSIBILITIES.
Consultant shall mdenlmfy, defend with counsel selected by the City, and hold harnlless the City
and ItS offiCials, officers, employees, agents, and volunteers from and agamst any and alll(lSses,
Consulting Services Agreement between
City ofDubhn and Tn-Valley Havcn Page 8 of 15
2006
thirty (30) days' prior written noticc by ccrtificd mail, return receIpt
requesled, has been given 10 lhe City
4.3.3 The pohcy must contam a cross !lability or severahihty ofmterest clause.
4.3.4 The following provisions shall apply if the prolessionalliabi!lly coverages
are wntten on a claIms-made form.
a. The retroactive date of the policy must be shown and must be
before the date ofthc Agrcement.
b. Insurance must be maintained and eVIdence of mSllTance must be
provIded for at least five years after cmnpletJon of the Agreement
or the work, so long as commercially available at reasonable ratcs.
c. If coverage is canceled or not renewed and illS nol replaced wlth
another claims-made policy form with a retTOaclIve dale that
precedes the date of thIs Agreement, Consul1ant must provide
extended reportmg coverage for a mll1lmum of five years after
complelIon ofthe Agreement or the work. The City shall have the
right to exerCIse, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of thc claim reporting requirements musl he suhmitted to
the City prior to the commencenlent or any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptabilitv of insurers. All insurance required by tillS section IS to be
placed WIth insurers WIth a Bests' ratmg of no less than A.VII.
4.4.2 Verification of covcral!e. Prior to beginning any work undcr this
Agrecment, Consultant shall furnish City with ccrtificatcs of insurance and
with original endorsements effecting coverage required hcrcin. The
certificates and endorsemcnts for cach insurancc policy are to he signed by
a person authonzed by that insurer to bind coverage on ltS behalf. The
City reserves the nght to reqUIre complete, certified copies of all requircd
insurancc policics, at any timc.
4.4.3 Subcontractors. Consultant shall mclude all subcontractors as insureds
under its policies or shall furmsh separate certificates and endorsemcnts
for cach subcontractor. All covcragcs for subcontractors shall be subject
to all ofthe requirements stated herem.
Consul1mg Servlces Agreement between
Cily of Dublin and Tri-Valley Havcn Page 7 of 15
2006
4.2.3 Additional reQuiremeots. Each of the following shall bc includcd in the
insurance cuverage or added as an endorscmcnt to the pulicy-
a. City and Its officers, cmployccs, agcnts, and volunteers shall be
covered as additional msureds wIth respect to each of the
fo11owing: habihty ansmg out of activities pcrformed by or Oll
hehalfufConsultant, including thc insured's general supervlSlon of
Consultant; products and completed operatIOns of Consultant;
premises owned, occupicd, or used hy Consultant; and automobiles
owncd, lcascd, or used hy the Consultant. The coveragc shall
contain no specIal hmi tatlOlls Oll the scope of protection atfordcd
to City or its ofllcers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrcncc or an accIdent hasls,
and not on a claims-made basis.
c. An endorsemcnt must state that coverage IS pnmary insurance with
respect to the City and Its officers, offiCials, employees and
volunteers, and that no msurance or self-insurancc maintaincd by
the City shal1 he ca11ed upon to contribute to a loss undcr thc
covcrage.
d. Any failurc of CONSULTANT to comply with reporting
provisions of the pohcy shall not affect covcragc provided to CITY
and ils ()fflcers, employees, agents, and volunteers.
e. An endorsemcnt shal1 state that coverage shall not be canceled
except aftcr thirty (30) days' pnor written notice by certified mail,
retum reccipt requested, has been given to the City Consultant
shall notify City withm 14 days of notification from Consultant's
insurer If such coverage is suspended, voidcd or reduced in
coverage or mlimits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
mamtam for the period covcrcd by thIS I\.greement professional liability insurancc
for hcensed professionals performmg work pursuant to this Agreement in an
amount not less than ONE MTLLTON DOLLARS ($1,000,000) covcring the
licensed professionals' errorS and omIssions.
4.3.1 Any deductible or sell~msured retentIOn shall not exceed $150,000 pcr
claim.
4.3.2 An endorsement shall statc that coverage shall not be suspended, vOided,
canceled by eithcr party, reduced m coverage or in limits, except aftcr
Consulting Scrviccs Agreement between
City of Dublin and Tn-Valley Havcn Page 6 of 15
2006
The Statutory Workers' Compensation Insurance and Employer's L1abihty
Insurancc shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) pcr accidcnt. In the alternative, Consultant may rely
on a self-msurance program t\l meet those requirements, but only if thc program
of sdf-insuranee complies fully with the provIsions of the Cahfom1a Lahor Code.
Detem1inallOn of whether a self-insurance program meets the standards of the
Labor Code shall he solely in thc discretion of the Contract Administrator The
insurer, If msurance 1S provided, or the Consultant, if a program of sclf-insurancc
is provided, shall waive all nghts of suhrogatH)ll agamst the City and its officers,
officials, employees, and volunteers for loss ansmg from work performed under
this Agreement.
An endorsement shall state that coveragc shall not bc canceled cxcept after thirty
(30) days' prior wntten nollce hy cerlilied mail, return rcccipt rcquestcd, to the
City Consultant shall nollfy Cily within 14 days of notification from
Consultant's insurer if such coverage 1S suspended, vOlded or reduced III coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General reuuirements. Consultant, at its own cost and cxpcnsc, shall
maintain commcrcial general and automobile liabihty msurance for the
tenn of Ihis Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,00000\ pcr occurrcncc, combincd single limit
coverage for risks assoc1ated w1th the work contemplated by this
Agrccmcnt. If a Commercial General Lmbihty Insurance or an
Automobile Liability form or other fonn WIth a general aggregate hmlt 1S
used, either the gcncral aggregate lilmt shall apply separately to the work
to he performed under this Agreement or the general aggregate limit shall
be at least tWIce the reqlLlred occurrence limit. Such covcragc shall
inelude but shall not be hmlted to, pmtecllon against clmms arising from
bodily and personal injury, lllcludmg death resulting therefrom, and
damagc to propcrty resulting from actiVIties contemplated under thIS
Agreement, mc1uding thc usc of owned and non-owned automobiles.
4.2.2 Minimum scope of coveraee. Commcrcial general coverage shall be at
least as broad as Insurance Services Ofllce Commcrcial Gencral Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Servlce~ Office form
numher GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covcring Broad Form
Comprehensive General LJahihty_ I\utnmohile coverage shall be at least
as broad as Insurance Services Office Automobile LIability fonn CA 0001
(ed. 12/90) Code 8 and q ("any auto"). No endorsement shall be attached
limltmg the coverage.
Consulting Services Agreement between
City of Dublin and Tri-V alley Haven Page 5 of 15
2006
2.1'> Payment of Taxes. Consultant is solely responsible fOT the paymcnt of
employment taxes incurred under this Agreement and any S1l11llaT fedeml or statc
taxes.
2.7 Payment upon TermInation. In the event that the City or Consultant termmates
this Agreement pursuant to Section 8, the City shall compcnsate the Consultant
for all outstanding costs and reimbursahle expenses incurrcd for work
satIsfactorily completed as of the date of written notlCe of temlination.
Consultant shall mamtam adequate logs and timeshcets in order to venfy costs
incuned to that date.
2.8 AuthorizatIon to Perform Services. The Consultant may begin providing
sCTViccs under thc terms of this Agreement during the penod listed in Section 1.1
Sectioll 3. FACILITIES AND EQUIPMENT. Except as set forth herem, Consultant shall,
at its sole cost and expense, provIde all facilihes and equipmcnt that may be necessaTY to
perform the scrviccs required by tills Agreement. City shall make available to Consultant only
the lacilities and cquipmcnt listcd in this section, and only under the terms and conditions set
forth herein.
City shal1 furnish phySIcal Jacilil1es such as dcsks, filing cabinets, and confeTence space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
rcviewing records and the infornlation in possession ofthe City The location, quantity, and time
or furnishing those facilities shall bc in the sole discretion of City Tn no event shall City be
obhgated to furnIsh any facility that may 111volve incurring any direct expense, mcluding hut not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilitics.
Section 4. INSllRANCE REQUIREMENTS. Before heg111nmg any work under this
Agrccment, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connechon wlth the perrormance of the work hcrcunder by the Consultant and its agents,
representatIves, employees, and subcontTacloTs. C(lllsultant shall provide proof satIsfactory to
City of such insurance that meets the requirements of thIS sectIOn and under forms of insurance
satisfactory in all respects to the City Consultant shall maintain the lllSUTance policies required
hy this sechon throughout the term of this Agreement. The cost of such msumnce shall bc
included 111 the Consultant's hid. C(Jllsultant shall not allow any subcontractor to commence
work on any suhcontract until Consultant has ohtamed all insurance required herem fOT the
subcontractor(s) and provided evidence thereof to City VenficatlOn of thc rcquired insurance
shall bc submittcd and madc part of this Agreement prior to executIOn.
4.1 Workers' Compensation. Consultant shall, at Its sole cost and expense,
maintam Statutory Workers' Compcnsation Insurance and EmployeT's Liability
TnsuTance fOT any and all peTSOns employed directly or indirectly by Consultant.
Consultmg SeTvlces Agreement between
City of Dublin and Tn-Valley Haven Page 4 of 15
2006
2.2 Invoices. Consultant shall submIt mVOlces, not mOre often than once a month
preferahlv quarterly, dUring the teml of thIs Agreement, based on the cost for
services perfonned and reimbursable costs mcurred pllOr to the IllVOlce date.
Invoices shall contain the following infonnation:
.
Senalldentifkations of progress bills; i.e., Progrcss Bill No. 1 fur the first
IllVOlce, etc.,
Thc bcginning and ending dates of the billing period;
f\. Task Summary containing thc uriginal t;ontract amount, the amount of
pnor hiJhngs, the total due thIS pellod, the balant;e available under the
f\.greement, the percentage ofcomplehon and what line Item IS bemg spent
against per Exhibit B. Bude:et.
At City's option, for each work item in each task, a copy of the applicable
time cntries or time shects shall be submitted showing the name of the
person doing the work, thc hours spcnt by cach pcrson, a brief dcscription
of the w\Jrk, and each reimhursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall mc1ude an estImate of the time necessary to complete the work
described in Exhibit A, Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthlv Payment. City shall make monthly payments, based on Illvoices
received, for services satisfactorily perfomled, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shan pay the last invoice duc pursuant to this Agreement
within sIxty (60) days after completion \Jf the services and suhmittal t\J City of a
final Illvoice and CDBG CompletIon Report as requIred by County pursuant to
agrccmcnt bctwccn City and County of Alameda, signcd and datcd May 16,2006.
2.5 Total Pavment. City shall pay for the services to be rcndered by C\Jnsultant
pursuant lo this Agreement. City shall not pay any addihonal Sum for any
expense or cost whatsoever mcuned by Consultanl III rendenng servIces pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agrcemcnt.
In no evcnt shall Consultant submit any invoice for an amount in cxcess of thc
maXllllUlll amount of compensahon prOVIded above either for a task or for the
enllre Agreement, unless the Agreement IS modlfied pnor to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agrecmcnt bctwcen
City of Dublin and Tri-Valley Haven Page 3 of 15
2006
class manner and shall conform to the standards of quality nommlly obscrvcd by a
person practicing in Consultant's profess1On.
1.3 Assil!nrnent of Personnel. Consultant shall asmgn only competent persOlmel to
perfonn servIces pursLlant to this Agrcement. In the event that City, in its sole
discretion, at any time dUDng the term of this Agreement, desires the
reassIgnment of any such persons, Consultant shall, immcdiately upon recelvmg
notice from City of su"h dcsirc of City, reassign SUdl person or pcrsons.
1.4 Time. Consultant shall devote such time to tile perfoIDlan"e of serviccs pursuant
to this Agreement as may be reasonably necessary to meet the standard of
p"rformance provided m SedHln 1 1 abovc and to satisfy ConSLlltant's obhgations
hcrcunder
1.5 Procurement Procedures. Consultant lS required to comply WIth the
procurement procedures of thc Office of Management and Budget (OMB)
Circular A-l1 0 and 1\-122 lincorporated herein by reference) for tbe procurement
of supplies and servIces in conncction with actiVitIes funded under this
Agreement.
Sectiun 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Fifteen Thousand Dollars ($15,000) notwithstandmg any "ontrary indications that may be
containcd in Consultant's proposal, for services to bc perfoIDled and reimbursable costs incurred
under th,S Agrecment. In the event of a confhct hetween this Agreement and Consultant's
proposal, attached as Exhibit A, Scone of Services regarding the amount of compensatIon, the
Agreement shall pre" ail. City shall pay Consultant for serVIces rendcrcd pursuant to tillS
Agreement at the time and III the manner sct forth herein. All compensatIOn is dcpcndent on
rcccipt of CDBG funds from the County of Alameda. Thc payments specified helow shall bc the
only paymcnts from City to Consu.ltant for servi"es rcndered pursuant to thIS Agrecmcnt.
Consultant shall submit all invoices to City in the manner specified herem. Except as
specifi"ally autborized by City, Consultant shall not hill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agrcc that compensation paId by City to Consultant under
this Agreement is based upon Consultant's estimatcd costs of providing the serviccs required
hcrcunder, including salaries and benefits of employees and subcontractors of Consultant.
Conscqucntly, thc parties further agree that compensation hercunder is intended to mdude thc
"osts of contributions to any pensions and/or annultJes to which Consultant and Its employees,
agents, and sub"ontraetors may be eligible. City therefore has no responsibility for such
contributions bcyond compensatIOn reqUIred under this Agrccment.
2.1 Budl!et. Consultant shall request compensahon consistent with the budget
pnlVlded and induded as Exhibit B.
2001i
Consultmg ServIces Agreement hetwecn
City of Dublin and Tri-Valley Haven Page 2 of 15
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
Tri-Valley Havcn
THIS AGREEMENT for consulting services is made by and betwccn the City "fOuhlin
("City") and Tn-Valley Haven ("Consultant") as of May 16, 2006.
RRCIT ALS
I The County of Alameda has entered into a Grant Agreemcnt with the Umted
States Ocpartment ofHousmg and Urban Development ("HUD") for a Community Development
Block Grant ("COBG") under the Housing and Community Devclopmcnt Act of 1974
2. Thc City will he a party to an agreement wIth the County of Alameda, to be dated
July I, 2006, whcrehy certam Commumty Development Block Grant ("CDGB") grant funds
received by the County are (hstrihuted to the City for use in Community Dcvclopment Block
Grant Programs and ehgible actIvities ("CDBG Programs")
3 Consultant desires to perform serviccs, described III Exhibit A to thlS Agreement,
that are CDBG Programs.
4 City deslfes that such services be performed by Consultant, and Consultant
Agrees to render such services, as morc particularly sct forth in th,S Agreement.
NOW, THEREFORE, 111 conslderatJOn of the mutual promises hereinafter made, City
and Consultant d" mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditiuns set forth m th,S Agreement,
Consultant shall provide to City the services described in the Scope "fWork attached as Exhibit
A at the tIme and placc and in the manner speclfied therem. In the event of a conflict in or
mconsistency between the tell11S of this Agreement and Exhibit A, the Agrccmcnt shall prevail.
1.1 Term IIf Services. The term of this Agreemcnt shall bcgin on July 1, 2006 and
shall end on June 30, 2007 Consultant shall complete the work described in
Exhibit A. Scope of Services pnur to June 30, 2007, unless the tenn of the
Agreement is otherwise terminated or extended, as pnlVlded for in Section 8.
The time provided to Consultant to complete the services required by this
<\greement shail not affect the City's right to tcrminatc the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perfonn all services rcquired
pursuant to thIS Agreement in the manner and according to thc standards ohserved
by a competent practitioner of the professHm 111 whlch Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agrccmcnt in a suhstantial, first-
Consultmg Services Agrccmcnt hetween
City of Dublin and Tri-Valley Haven Page 1 of 15
2006
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
Spectrum Community Services
THIS AGREEMENT for consulting servIces )S made by and between the City of Dublin
("City") and Spectrum Commumty Services ("Consultant") as of May 16, 2006.
RECITALS
I The County of Alameda has entered into a Grant Agreement WIth the Umted
States Department of Housmg and Urban Development ("HOO") for a Community Development
Block Go-ant ("CDBG") under the Housing and Community Development Act of 1974
2. The City will be a party to an agreement WIth the County of Alameda, to be dated
July I, 2006, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs'').
3 Consultant desires to perform services, described in Exhibit A to thIS Agreement,
that are CDBG Programs.
4 City desires that such services be perfomled by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter madc, City
and Consultant do mutually agree as follows.
Section 1. SERVICES Subject to the terms and conditions set forth III this Agreement,
Consultant shall provide to City the servIces described in the Scope of Work attached as Exhibit
A at the lIme and place and in the manner specified therein. In the event of a conflict 111 or
lDconsistency betwccn the terms of thIS Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of thlS Agrcement shall begin on July 1, 2006 and
shall end on June 30, 2007 Consultant shall complete the work described in
Exhibit A. Scope of Services prior to June 30, 2007, unless the term of the
Agreement is otherwIse terminated or extended, as provided for in SectJon 8.
The time provided to Consultant to complete the services rcquired by this
Agreement shall not affcct the City's right to terminate the Agreemcnt, as
provided for in SectIOn 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to th,s Agreement in the manner and according to the standards observed
by a competent practItIOner of the profeSSIOn J)1 which Consultant IS engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantJal, first-
ConsuItmg Services Agrecment between
City of Dub 1m and Spectrum Community ServIces
2006
Page I of15
class manner and shall conform to the standards 0 f quality normally observed by a
person praclIcmg m Consultant's profeSSIon.
1.3 Assil!nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to thIs Agreement. In the event that City, III its sole
discretion, at any time during the term. of tlus Agreement, desires tlle
reasslgJ1ment of any such persons, Consultant shall, immediately upon recelvmg
notice from City of such deSIre of City, reassIgn SLlch person or persons.
1.4 Time. Consultant shall devote such time t(l the performance of services pursuant
to this Agreement as may he reasonably necessary to meet the standard of
performance provided in SectlOu 1 1 above and to sal1sfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant IS required to comply with the
procurement procedures of the Office of Management and Budget COMB)
Circular A-ll 0 and A-122 (mcmporated herem by reference) for the procurement
of supplies and serviccs in connection with acilvities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Five Thousand Six Hundred and One Dollar ($5,601) notWithstanding any contrary mdications
that may bc contained in Consultant's proposal, for services to be performed and reimbursable
costs incurred under this Agreement In the event of a conflict between thIS Agreement and
Consultant's proposal, attached as Exhibit A, Scope of Serviccs regarding the amount of
compcnsation, the Agreement shall prcvail. City shall pay Consultant for services rendered
pursuant to this Agreement at the ltme and in thc manner set forth herem. All compensation is
dependent on receipt of CDBG funds from the County of Alameda. The payments specified
below shall he the only payments from City to Consultant for servIces rendered pursuant to thIS
Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except
as specifically authoTlzed by City, Consultant shall not bill City fm duplicate services perfom1ed
by more than one person.
Consultant and City acknowledge and agrce that compensation paid by City to Consultant under
this Agreement IS based upon Consultant's estimated costs of providing the servIces required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequcntly, the parties further agrce that compensalion hereunder IS mtended to include the
costs of contributions to any pensions and/or amlUltJes to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement
2.1 Budget. Consultant shall rcquest compensation consistent with the budget
proVided and included as Exhibit B,
Consulting Servlces Agreement between
City of Dublin and Spectrum Commtmity Services
2006
Page 2 of 15
2.2 Invoices. C\msultant shall submit invoices, not mOre often than once a month
preferably quarterly, dunng the term of this Agreement, bascd on the cost for
services performed and reimbursable costs incurred pnor to the mvoice date.
InVOIces shall contam the following informatIOn.
.
Serial identifications of progress bi1ls; i.e., Progress Bill No. 1 for the first
inVOIce, etc.,
The beginning and ending dates of the bi1ling penod,
A Task Summary ~ontaining the origmal contract amount, the amount of
pnor bilhngs, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B. Budl!et.
At City's option, for each work item in cach task, a copy of the applicahle
time entries or time sheets shall be submitted showing the name of the
person domg the work, the hours spent by each person, a brief description
of the work, and each relmhursable expense;
The total number of hours of work performcd under the Agreement by
Consultant and caeh employee, agent, and subcontractor of Consultant
perfonmng seTVlces herelmdcr, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant rcaches or exceeds '800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. Scope of Services.
The Consultant's sIgnature.
.
.
.
.
.
2.3 Monthlv Pavment. City shall make monthly payments, based on invoices
receIVed, for servJces sal1sfactorily performed, and for authorizcd reimbursable
costs incurred. City shall have 45 days from the receIpt of an inVOICe that
complies with all of the requirements above to pay Consultant.
2.4 Final Pavment. City shall pay the last mVOlce due pursuant to this Agreement
withm sIxty (60) days after completion of the services and submittal to City of a
final invoice and CDBO CompletIOn Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 16,2006
2.5 Total Pavment. City shall pay for the servICes to be rendered by Consultant
pUTsuant to th,S Al;'feement. City shall not pay any additional sum for any
expense aT cost whatsoever mcurred by Consultant m rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no cvent shall Consultant submit any mV01ce for an amount in excess of the
maXImum amount of compcnsation provided above eithcr for a task or for the
entiTe Al;'Teement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2006
Page 3 of 15
Consultmg ServICcs Agrcement betwecn
City ofDuhlin and Spectrum Commumty Services
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any slmi.lar federal or ~tate
taxes.
2.7 Payment upon Termination. In the cvent that the City or Consultant termmates
tlllS Agrecment pursuant to Section 8, the City shall compcnsatc the Consultant
for all outstanding costs and reimbursahle expenses Incurred for work
satisfactorily completed as of the date of written notIce of tenmnatlon_
Consultant shall maintain adequate logs and timesheets in order to verify costs
mcurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
scrvices under the terms of this Agreement during the period lIsted In Section J.l
Section 3. FACILITIES AND EOUIPMENT. Except as sct forth herein, Consultant shall,
at its sole cost and expcnse, provide all facilities and equIpment tllat may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment hsted in this section, and only under the terms and conditions set
forth herein.
City shall furmsh physical facilities sucb as desks, filing cahinets, and conference space, as may
be rcasonably necessary for Consultant's use while consultmg with City employees and
revlewmg records and the infolllJatJon in possession of the City The location, quantity, and time
of fumlshmg those facilities shall be III the sole discretion of City In nO event shall City be
obligated to furnIsh any facility that may mvolvc incurring any direct expense, lllduding but not
limitcd to computer, long-distance telephone or other communication charges, VehICles, and
reproduction facilities.
Section 4. INSURANCE REOUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its OWll cost and cxpense, shall procure "occurrence coverage"
insurance against clamls for injuries to persons or damages to property that may a[l~e from or in
connection with tlle performance of the work hereunder by the Consultant and Its agents,
reprcsentatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of thIS section and under forms of insurance
satIsfactory in all respects to the City_ Consultant shall maintain the insurance policies required
by this section throughout the telllJ of this Agreement. Thc cost of such insurance shall be
included ill the Consultant's bid. Consultant shall not a1Jow any subcontractor to corrnnence
work on any subcontract until Consultant has ohtamed all insurance required herem for the
subcontractor(sl and provided evIdence thereof to City Vetification of the required insurance
shall be submitted and made part of this Agreement prior to executIon.
4.1 Workers' Compensation. Consultant shall, at Its sole cost and expense,
maintain Statutory Workers' CompensatIon Insurance and Employer's Liability
Tnsurance for any and all persons emploved directly or indIrectly hy Consultant.
Consulting Serviccs Agreement between
City ofDuhlm and Spectrum Commumty Services
2006
Page 4 of 15
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall he provided with hmits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only If th.e program
of self-msurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-msurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator The
insurer, if msurance is provided, or the Consultant, if a program of self-insurance
IS provided, shall waive all rights of subrogation against the City and its officers,
officials, employces, and volunteers for loss arising fi'om work performed under
this Agreement.
An cndorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior wntten notice by cerl1fied mail, return receipt requested, to the
City Consultant shall notify City within 14 days of notIfication from
Consultant's insurcr if such coveragc is suspended, voided or reduced 11) coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurauce.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automohile liability msurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.001 per occurrence, combined smgJe limit
coverage for risks associated Wlth the work contemplated by thIS
Agreement. If a CommerCIal General Liability Insurancc or an
Automobile Liability fonn or other form with a general aggregate hmIt IS
used, either the gencral aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twIce the required occurrence limit. Such coverage shall
mclude but shall not be limited to, protection against claims arismg from
bodily and personal mjury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum SCODe of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Offi"e Commercial General Liahihty
occurrence form CG oom led. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance ServIces Office form number GL 0404 covenng Broad Form
Comprehensive General Liability Automobile coverage shall he at least
as broad as Insurance ServIces Office Automobile LIability form CA OOO}
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limitmg the "overage.
Consulting ServIces Agreement between
City of Dublin and Spectrum Community ServIces
2006
Page 5 of 15
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy'
a. City and Its officers, employees, agents, and volunteers shall be
covered as additional Insureds with respect to each of the
following: liability arising out of actJvltJes performed by or on
behalf of Consultant, Including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used hy the Consultant. The coverage shall
contain no special limitahons on thc scopc of protection afforded
to City or its officers, employees, agents, or volunteers.
b The Insurance shall cover on an occurrence or an aCCIdent baSIS,
and not on a claims-made basis.
c. An endorsement must state that coverage IS pflmary insurance WIth
respect to the City and its officers, officials, employees and
volunteers, and that no msurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reportmg
proviSIOns of the polley shall not affect coverage provIded to CITY
and its officers, employees, agents, and volunteers.
c. An endorsement shall state that covcragc shall not be canceled
cxcept after thirty (30) days' pflor written notice by certified mail,
return receipt requested, has been given to thc City Consultant
shall notify City within 14 days of notification from Consultant's
msurer if such coverage is suspended, voided or rcduccd in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maIntam for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to thIS Ab'l'eemcnt in an
anlOLlJlt not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professIOnals' errors and omissions.
4.3.1 Any deductible or self-insured retentIOn shall not cxcecd $150,000 per
chum.
4.3.2 An endorsement shall statc that coverage shall not he suspended, voided,
canceled by either party, reduccd in coverage or m limIts, except after
Consulting ServlCes -\greement between
City ofDubhn and Spectrum Community Services
2U06
Page 6 of 15
thirty (30) days' pnor written notlCe by certified mail, return receIpt
requested, has been given to the City
4.3.3 The policy must contam a cross liability or severability of interest clause.
4.3 4 The following provisions shall apply if the professional liability coverages
are wntten on a claims-made form.
a. The retroactIve date of the policy must be shown and must be
before the date ofthe Agreement.
b. Insurancc must be maintained and eVIdence of msurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially availahle at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactIve date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a mll1ImUm of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting rcquirements must be sublllltted to
the City pnor to the commencement of any work under this
Agreement.
4.4 All Policies Reuuirements.
4.4.1 Acceptabilitv of insurers. All msurance requircd by this section is to be
placed WIth insurers WIth a Bests' ratmg of no less than A.Vn.
4.4.2 Verification of coveral!e. Prior to beginning any work under this
Agreement, Consultant shall fUnlJsh City with certificates of insurance and
with onginal endorsements effectmg coverage required herein. The
certifioates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. Tbe
City reserves the right to require complete, certified copies of all reqUJred
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
2006
Page 7 of 15
4.4.4 Variation, The City may approve a vanatJon Jl1 the foregoing lllsurance
requirements, upon a determmation that the coverages, scope, limits, and
forms of such insurance are eIther not commercially available, or that the
City's intercsts are othelWise fully proteded,
4.4.5 Deductibles and Self-Insured Retentions, Consultant shall disclose to
and obtaIn the approval of City for the self-msured retentIOns and
deductibles before begInlllng any of thc services or work called for by any
term of this Agreement.
Dunng the period covered by this Agreement, only upon the prior express
wntten authorization of Contract Adrmmstrator, Consultant may increase
such deductibles or self-insurcd retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract AdmInIstrator may
condition approval of an increase In deductible or self~insured rctcntion
levels with a requIrement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claIm administrahon, and
defense expenses that is sallsfactory in all respects to each ofthem.
4.4.6 Notice of Reduction in Coverage. In thc event that any coverage
required by this section is reduced, limIted, or materially affected in any
other manner, Consultant shall provide wntten notIce to City at
Cunsultant's earliest possible opportunity and in no case later than five
days after Consultant IS notified of the change In coverage.
4.5 Remedies. in addition to any other remedies City may have If Consultant faiJs to
provide or maintain any insurance poliCIes or policy cndorsements to the extent
and within thc timc hcrein required, City may, at its sole option exercise any of
the followmg rerncdics, which are altematJVes to other remedies City may have
and are not the exclusive remedy for COllSultant's breach.
. Obtain such insurance and deduct and retain thc amount of the premIums for
such insurance from any sums due UIJder the Ap'eemcnt;
. Order Cunsultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or hoth stop work and withhold
any payment, until Cunsultant demonstrates compbance with the requirements
hereof; and/or
. Terminate thIS Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall Indem11lfy, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and voluntcers from and agaInst any and all losses,
Consulting Scrviccs Agreement between
City of Dublin and SpeClHlTIl Community Services
2006
Pagc H of15
hability, claims, suits, achons, damages, and causes of action <msmg out of any personal mjury,
bodily ll1Jury, loss of life, or damage to property, or any violatIon of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, hy the willful misconduct
or negligent acts or omlSSlons of Consultant or its cmployees, subcontractors, or agents, by acts
for wluch they could be held stnctly liable, or by the quality or character of then work. The
foregoing obligatIon of Consultant shall not apply when (1 ) the injury, loss of life, danlage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actlOns of Consultant or Its
employces, subcontractor, or agents have contributed in no part to the injury, loss oflife, damage
to property, or violation of law It is understood that the duty of Consultant to indemmfy and
hold harmless includes the duty to defend as set forth in Section 2778 of the Califon1ia Civil
Code. Acceptance by City of msurance certificates and endorsements required under tlus
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. ThIS mdenmification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined 10 apply
By execution of this Agreement, Consultant acknowledges and agrees to the provIsions of this
Sechon and that it is a matenaJ element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdlctwn or thc
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall mdemnify, defend, and hold harmless City for the
paymcnt of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and intcrest on such contributions, which would otherwise be the responsihihty of City
Section 6.
6.1
STATlIS OF CONSULTANT.
Independent Contractor. At all times dUIlng the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City City shall have the right to control Consultant only insofar as the results of
Consultant's servICes rendered pursuant to this Agreement and assIgnment of
persOlmel pursuant to Subparagraph 1.3, however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendcred pursuant to tillS Agreement. NotWIthstanding any other City, state, or
federal policy, rule, regulatIon, law, or ordinance to the contrary, Consultant and
any of lts employees, agents, and subcontractors providing servIces under this
Agreement shall not qualify for or become entitled to, and hereby agree to walYe
any and all claims to, any compensation, benefit, or any inCIdent of employment
by City, including but not limited to eligibility to enroll in the Cahforma Public
Employees Retirement System (PERS) as an cmployee of City and enhtlement to
any contributIOn to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
2006
Page 9 of 15
Consulting Services Agreement between
City of Dubhn and Spectnlm Commul11ty Services
6.2
Consultant No Al!ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express Or Implied,
pursuant to this Agreement to bind City to any obligatIOn whatsoever.
Section 7.
LEGAL REOUIREMENTS.
7.1 Governinl! Law. The laws of the State of Caiiforma shall govern this
Agreement.
7.2 ComDliance with ADDlicable Laws. Consultant and any subcontractors shall
comply with all laws appbcable to the performance of the work hcreunder.
7.3 Other Governmental Rel!ulations. To th.e extent that this Agreemcnt may be
funded by fiscal assistance from anothcr governmental entity, Consultant and any
subcontractors shall comply WIth all applicable rules and regulatIons to which
City is bound by the terms of such fiscal assistance program.
Without limiting thc generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Ternls and Conditions attached hereto as Exhibit C
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultmt and its employees, agents, and any subcontractors have all licenses,
permits, qualificahom, and approvals of whatsoever naturc that are legally
reqnircd to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at then sole cost and expense, keep in effect at all times dUflng the term of
this Agreement my licenscs, permits, and approvals that are legally required to
practicc their respective professions. In addll10n to the foregomg, Consultant and
any subcontractors shall ohtain and maintalll during the term of this Agreement
vabd Business Licenses from City
7.5 Nondiscrimi.nation and EQual Opportunity. Consultant shall not discnminate,
on the baSIS of a person's race, religion, color, national origin, age, phYSIcal or
mcntal handicap or disahility, medical condition, marital status, sex, or sexual
onentation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or partiCipant in, recipient of, or apphcanl for any
services or programs provided by Consultant under thIS Agreement. Consultant
shall comply WIth ail apphcablc federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination m employment,
contractmg, md the provision of any scrvices that arc the subject of thiS
Agreement, including but not limited to the satisfactJon of any positIve
obhgations required of Consultant thereby
Consultmg ServIces Al;'Tecmcnt between
City of Dublin md Spectrum Community ServIces
1006
Page 10 of 15
Consultant shall Illclude thc provisions of thIS Subsection in any subcontract
approved by the Contract Admllllstrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without causc
upon wntlen notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include III such notice thc rcasons for cancellation.
In the evcnt of termination, Consultant shall be enbtled to compensation for
servIces performed to the effective date of tenninatlOn; City, however, may
conditIOn payment of such compensatIon upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials prOVIded to Consultant or prepared by or for Consultant or the
City in conncction with this Agreement.
8.2 Extension. City may, in Its sole and exclusive discretlOn, extcnd the end date of
this Agreement beyond that prOVIded for in Subsection 1 1 Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, If City grants such an extenSlOn, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authonzed
by the Contract Administrator, City shall have no ohligation to reimburse
Consultant for any otherwise reimbursable expenses incurred dunng the extension
period.
8.3 Amendments. The parties may amend thIS Agreement only by a writing signed
by all the parties.
8.4 Assienment and SubcontractiDl!. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's urnque personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not asSIgn this Agreement or any
interest therein without the prior wnlten approval of the Contract Administrator.
Consultant shall not subcontract any portIOn of the performance contemplated and
provIded for herein, other than to the subcontractors noted m the proposal,
without prior wntten approval of the Contract Admmistrator.
8.5 Survival. All obligatIOns ansmg prior to the temllnation of this Agreement and
all provisions of this Agreement allocahng liability between City and Consultant
shall survlYe the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
2006
Page 11 ofl5
8.6 Options upon Breach bv Consnltant. if Consultant materially breaches any of
the terms of this Agreement, City's remedies shall mcJuded, but not be limited to,
the following:
8.6.1 Immediately termmate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product pTeparedby Consultant pursuant to thIs
Agreement;
8.6,3 Retain a dIffeTent consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfimshed at thc time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specIficahons, records, files, or any other documents or materials, ill electromc or
any other form, that Consultant prepares or obtams pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City
It is undeTstood and agreed that the documents and othcr materials, includmg but
not limited to those describcd above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specificatIons, reports and other documents are confidential and will not be
released to third parties without prior wntten consent of both part1es.
Consultant shall be responsible for maintaining all Tecords pcrtaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-ll0. Upon request,
consultant shall deliver any TeqUlred records or documents to the City within a
rcasonable amount oftime.
9.2 Consultant's Books and Records. Consultant shall mamtain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents eVldencing or rclating to charges for servIces or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period TeqUlred by law, from the date o[final payment
to the Consultant to this Agreement.
Consultmg SeTvlCes Agreement between
City of Dublin and Spectrum Cummunity ServlCes
2006
Page 12 of 15
9.3 Insllcction and Audit of Records. Any records or documcnts that Section 9.2 of
this Agreement requires Consultant to maintam shall be made available for
mspection, audit, and/or copying at any hme during regular business hours, upon
oral or wntten request of the City Under Califomia Govel1llllent Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,00000), the Agreement shall be subject to
the exannnatlOn and audit of the State Auditor, at the request of City or as part of
any audit ofthe City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an
action for declaratory reliet; to enforce or interpret the provision of this
Agreement, the prevailing party shall be entItled to reasonable attomeys' fees in
addition to any other reliefto wInch that party may be entitled. The court may set
such fees in the same action or in a separale action brought for that purpose.
10.2 VeDue. In the evcnt that eIther party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
excluSlVely in the state courts of Califomla m the County of Alameda or in the
United States District Court N(lrthem District ofCalifomia.
J 0.3 Severability. If a court of competent Jurisdiction finds or rules that any provIsion
of tl1lS Agreement is mvalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or III part of any provision of this Agreement shall not VOId OT affect the
validity of any other provision of this Agreement.
10.4 No Imlllied Waiver of Brcach. The waiver of any hreach ofa specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
JO.5 Successors aud Assie:ns. The provisions of this Agreement shall inure to the
henefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prcpare and submit all reports,
wntten studies and other pnnted material on recycled paper to the extent it is
available at equal or less cost than vlrgm paper
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities wlthm the corporate Inmts of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City ofDubhn and Spectrum Community Services
2006
Page 13 of15
III the Pohl1cal Reform Act, codified at California Government Code Section
81000 el seq
Consultant shall not employ any City officIal III the work performed pursuant to
this Agreement. No officer or employee of City shall have any financull mterest
in this Agreement that would violate California Government Code SectIOns 1090
etseq
Consultant hereby warrants that it IS not now, nor has it been III the previous
twelve (12) months, an employee, agent, appointee, or official of the City If
Consultant was an employee, agent, appollltee, or official of the City in the
previous twelve months, Consultant warrants that It did not participate many
manner in the forming of this
Agreement. Consultant understands thal, if this Agreement is made III violation
of Governmenl Code 91090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to thIS
Agreemcnt, including reimbursement of expenses, and Consultant will be
required to reimbursc the City for any sums paId to the Consultant. Consultant
understands that, in addItIon to thc foregoing, It may he subject to criminal
prosecution for a violation of Government Code 9 1090 and, If applicable, will he
disqualified from holding pubhc office in the State of CalifoTIlla.
10.8 Solicitation. Consultant agrees not to solicll business at any meeting, focus
group, or interview relaled lo this Agreement, either orally or lhrough any written
materials.
10.9 c.ontract Administration. This Agreement shall be administered by the
Conununity Development DIrector or his desigm:e ("Contracl AdmllJlstrator").
All correspondence shall be directed lo or through the Contract Admimstrator or
his or her designee.
10.10 Notices. <\ny written noticc to Consultant shall be sent to.
Spectrum Community ServICes
Anne-Marie Pamsh, Program DIrector
1435 Grovc Way
Hayward, CA 94566
Any written notice to City shall he sent to
Community Devclopmcnt Director
City of Dublin
100 Civic Plaza
Dublm, CA 94508
Consulting Services Agreement between
City of Dublin and Spectrum Conununity Services
20116
Page 14 of 15
10.11 lnte!!ration. ThIs Agreement, mcluding the scope of work attached hereto and
incorporatcd herein as Exhibit A, the budgct attached hereto and incorporated
herem as Exhibit B, and the Commulllty Development Block Grant AddItIOnal
Tenns and CondItIons as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, eIther written or oral.
I
,
CITY OF DUBLIN Spe trum'Commumty Services
vi
C~/;4J(' J: Iv; J>I
. et Lockhart, Mayor
~
Michael Swee y
Progr,!lJll Direc or
Attest:
~ft_~
F 1 olman, CIty Clerk
Approved as to Form:
! - I \ '
! '"_ I.. I ).. " '7
, I I<.{''';' - \- " l...
'"'-
Elizabeth H. Silver, City Attorney
Consulting Scrviccs Agreement bctwecn
City ofDuhhn and Spectrum Community Services
2006
Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
Tbe goal of Spectrum's home-delivered meal progrartl is to maintain or improve the well-
being of frail, homebound seniors by providing them with healthful and nutritious meals.
Spectrum has established the following objectives specific to the funds requested in this
proposal :
1. Deliver a minimum of 3,705 meals to frail homebound seniors residing in the
City of Dublin (an average of at least 15 per day for 247 serving days) during
the grant period from July I, 2006 through June 30, 2007.
2, In addition, during the same grant period, serve a minimum of 20
unduplicated seniors with home-delivered meals.
3 Meals will be delivered Monday through Friday within a two hour tiroeframe.
Extra weekend meals can be delivered during the week.
4 Clients will have assessments and then follow-ups
5. Clients will be surveyed
~~+~~~~~_~~~~_~_~_~~~~~__~~~~__~________________________~~~+_~~~~_~~_______________~_____~_~~~~w_~_~~_____
Consulting Services Agreement between
City of Dublin and Spectrum Community Serviccs
2006
Page I of 1
~'I; " ,!j
~, ," ,
EXHIBIT B
CDSG - Dublin BUDGET
FY 2006-07
This Other Total
PAID STAFF Request Sou rces Proiect
Home Delivery Coordinator (270 days, 25%) 2,430 2 ,430
Benefits:
FICA 151 151
MEDFICA 35 35
SUI/ETT 151 151
WCOMP 260 260
Medical 413 413
Total Benefits 1,010 1,010
Total Salary & Benefits 3,440 3.440
OTHER EXPENSES:
Catered Meals ($1 11/meal' 15 meals/day' 247 days) 4,113 4,11,3
Mileage (25 miles/day' $0.35/mile . 247 days) 2,161 2,161
, Total Other Expenses 2,161 4,113 6,274
TOTAL 5,601 4,113 9,714
· 270 payroll days ~ 247 delivery days, 13 holidays and 10 vacation days
_____________~_~~~___~__~___~_~~__~~~_________________"r_~__~~~_____________~~~~__~_________________~r~~_
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
2006
Page 1 ofl
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAl, TERMS A..I\lD CONDTIONS
1 PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitorcd and evaluated in terms of Its effectiveness and
timely compliance with the provisions of thIS Agrecment and the effectJve and
effidcnt achievement ofthc Program Objectives.
B. Contractor must undertake continuous quantJtatlVe and qualitative evaluahon of
the Scope of Scrvices as specificd in this Agreement and shall make quarterly
written reports to City
I The quarterly written reports shall include, but ~hall not bc limited to the
following data elements:
a. Title of program, lIsting of components, dcscription of
acti vi lies/ (Jp erations.
h Service area (i.e., citywide, etc., including appli"able census
tracts) .
c. Goals - the projected goals, indicatcd numen call y, and also the
goals achIeved (for each report penod). In additJon, identify by
percentagc and descnption, the progress achievcd towards meetmg
the specIfied goals; additIOnally, identIfy any problems
encountered 111 mccting goals.
d. Bendicianes - provide the followmg:
J) total number of dircct beneficlanes.
ii) Percent oftotal number of direct beneficIanes who are:
Low and moderate JUcom"
Low mcome
Amencan Indian or Alaska Nativc
Asian
Black or Afucan American
Native Hawaiian or Other Pacific Islander
WhIte
Amcrican Indian or Alaska Native and Whitc
ASIan and Whitc
Black or Afucan Amcrican and White
Consulting Services Agreement between
City of Dubiin and Spectrum Community ServicesPage ( of Exhibit C
2006
Am en can Indian or Alaska Native and Black or
African American
Other (indivIduals who are not included above)
Hispanic (ethnicity category that cuts across all
races; If llsed, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City
2. The quarterly report shall be due on thc fifteenfu day of the Inonth
immediately following the report quarter, cxcept for the end of the
program year report whi"h is due within thnty days.
C The City shall have ultImate responsibility for overall project monitoring and
evaluatIOn, to assist Contractor in complymg with the scope and contents of thIS
Agreement, and to provide management mfonnation that will asSIst the City's
policy and decision-making and managers.
D The Contractor shall follow audit requirements of the Single AudIt Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program incomc shall be recorded as part of the finanCIal transactIOns of the grant
program and disbursed in accordance with OMB Circular A-llO, with prior
approval or consent of City
B. Program income received by Contractor shall be retllrned to City for future
application to eligible proJects.
C Program income from Urban City-funded actIvltles undertaken by or within an
Urban City jurisdiction tllat thereafter terminates Its partidpation in the Urban
City, shall continue to be program incomc of the Urban City,
3 UNIFORM ADMINISTRATIVE REOUIREMENTS
Contractor shall comply with Uniform AdmirustI-atJve Requirements as described m
Federal Regulations, Section 570.502 as applicable to govelIlIllental cntities.
4 RELIGIOUS ACTIVITY.PROHIBITION
There shall he no religious worship, instruction, or prosclytization as part of, or III
connection with the performance ofthis Agreement.
Consulting Services Agreement between 2006
City of Dublin and Spectrum Community Services Page Z of Exhibit C
5 REVERSION OF ASSETS
A. Upon the expiratlOn of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B Real property in excess of $25,000, obtained III whole or In part with CDBG
funds must be used to mcet one of the national objectives for a minimum of five
years after the eXplratlOn ofthis Agreement or disposed of III a manner that results
In City being rcimbursed at fair market value Je6s valuc attributahle to non-CDBG
expenditures.
6. OTHER PROGRAM REOUIREMENTS
Contractor certifies that it will carry out each actIvIty IU compliance WIth all Federal laws
and regulations describcd in 24 CFR, Part 570, Sub-part K (570.600-570-612) ;md relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insllrance Program, f)
RelocatIOn and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Admllllstrative Requirements and Cost Principals, k) Conflict of Interest, and 1)
Displaccment.
7 BILINGUAL ASSTTANCE
Contractor will proVIde hi lingual professional stafT as nccded to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the followmg
regulations:
A. OMB Circular A-122, Cost Pnnclples for Non-Profit Organizations.
BOMB Circular A-II0, Unifonn Admmistrative Requirements for Grant an.d Other
Agreements WIth Institutions of Higher Education, Hosp,tals and Other Non-
Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rulc of
Uniform Admmistrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D Section 44.6 of 24 CFR Part 44 (Non-Fcderal Govemment Audit Requirements),
Common Rule of Uniform Admmistrative Requirements for Grants and
Cooperative Agreements WIth Statc and Local Governments
Consulting Services Agreement between
City of Dublin and Spectrum Community ServicesPage -:, of Exhibit C
2006
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
Senior Support Program of the Tri Valley
THIS AGREEMENT for consulting servIces IS rnade by and between the City of Dublin
("City") and Senior Support Program of the Tri Valley ("Consultant") as of May 16, 2006.
RECITALS
I The County of Alameda has entered into a Grant Agreement with the UnIted
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974
2. The City will he a party to an agrcement with the County of Alameda, to be dated
July 1, 2006, whereby certain Commllnity Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3 Consultant deSIres to perform services, described in Exhibit A to thiS Agreement,
that are CDBG Programs.
4. City desires that such scrvices be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises heremafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall proVIde to City the services descrihed m the Scopc of Work attached as Exhibit
A at the timc and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of thIS Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2006 and
shall end on June 30, 2007 Consultant shaD complete the work described in
Exhibit A. Scope of Services prior to June 30, 2007, unless the term of the
Agreement is otherwIse termlllated or extended, as providcd for in Section 8.
The time provided to Consultant to complete the services required by this
I\greement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Perfurmance. Consultant shall perform all services reqUIred
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant IS engaged m
the geographical area III whlCh Consultant practIces its profession. Consultant
shall prepare all work products reqUIred by this Agreement in a substantial, first-
Consulting Scrviees Agreement between
City of Dublin and Scnior Support Program ofthe Tn Valley
2006
Pagc 1 ofl5
class manner and shall conform to the standards of quality normally observed by a
person practiclUg lU Consultant's profession.
1.3 Assil!urnent of Personnel. Consultant shall assIgn only competent personnel to
perform services pursuant to this Agreement. In the eveut that City, III its sole
discretion, at any tIme dunng the term of this Agreement, desires the
reassignmcnt of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such tJme to the performance of services pursuant
to thIS Agreement as may be reasonably necessary to meet the standard of
performance provIded m SectIOn 1.1 above and to satisf'y Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-ll 0 and A.122 (incorporated herein by reference) for the procurement
of supplies and serVlces lU connection with actJVItJes funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Four Hundred Seventy Six Dollars ($10,476) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for scrvices to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of ServIces regarding the
amount of compensation, the Agreement shall prevail. City sh;1ll pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation IS dependent on receipt of CDBG funds from the County of Alameda. The
payments speCIfied below shall be the only payments from City to Consultant for services
rendered pursuant to thIS Agreement. Consultant shall submit all invoices to City in the manner
speCIfied herein. Except as speCIfically authoDzed by City, Consultant shall not bill City for
duplicate servIces performed by more than one person.
Consultant and City acknowledge and agrce that compensation pald by City to Consultant under
this Agreement is based upon Consultant's estimated costs of prOVIding the servIces reqUIred
herelmder, including salanes and henefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensatlOn hereundcr is intended to include the
costs of contributions to any pensions and/or annuities to whIch Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility [or such
contributions bcyond compensation required under this Agreement.
2.1 Budeet. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consultmg ServlCes Agreement hetween
City of Duhlin and Senior Support Program ofthe Tn Valley
2006
Page 2 of 15
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, dunng the term of this Agreement, based on the cost for
serviccs performed and reimbursable costs incurred prior to the inVOIce date.
InVOices shall contain the following informabon:
.
Serial identifications of progress bills; i.e., Progress Bill No. I for the first
invoice, etc.,
The begmmng and ending dates of the billmg period;
A Task Summary contaimng the original contract amount, the amount of
pnor hillmgs, the total due this penod, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B, Budl!et.
At City's option, for each work Item in each task, a copy of the applicable
time cntries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a hrief descnpllOn
ofthe work, and each reimbursable expense;
The total number of hours of work performed under the Agrecment by
Consultant and each employee, agent, and subcontractor of Consultant
performing scrvices hereunder, as well as a separate notice when the total
numher of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the timc necessary to complete the work
described in Exhibit A. Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthlv Payment. City shall make monthly payments, based On Invoices
received, for servICes satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements ahove to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to thIs Agreement
within sixty (60) days after completion of the services and submittal to City of a
final mvoice and CDBG Completion Report as reqUITed by County pursuant to
agreement between City and County of Alameda, signed and dated May 16,2006.
2.5 Total Payment. City shall pay for the servIces to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whalsoever mcurred by Consultant in rendering services pursuant
to this AgreemenL City shall make no payment for any extra, further, or
additional servIce pursuant to this Agreement.
In nO event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compellsation proVIded above either for a task or for the
entire Agreement, unless thc Agreement is modified prior to the submission of
such an mvoice by a properly executed change order or amendment.
2006
Page 3 of 15
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
2.6 Payment of Taxes. Consultant IS solely responsible for the payment of
employment taxes incurred under thIs Agreement and any slmilw federal or state
taxes.
2.7 Payment upon Termination. Tn the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satJsfactorily completed as of the date of written notice of telilllllation.
Consultant shall mamtam adequate logs and tlmesheets in order to verifY costs
incurred to that date.
2.8 Authorizatiou to Perform Services. The Consultant may begin providing
services under the terms ofthJS Agreement during the penod listed in Section 1.1
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provIde all facilities and equipment that may be nccessary to
perform the services required by tllis Agreement. City shall make available to Consultant only
the facilitIes and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilitJes such as desks, filing cabinets, and confcrence space, as may
be reasonably necessary for Consultant's use while consulting wIth City employces and
revlewmg records and the mformation in possession of the City The location, quantIty, and tlllle
of fumishing those facilities shall be m the sole diseretion of City In no cvent shall City be
obligated to fumish any facility that may mvolve incurring any direct expense, including but lIot
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproductJon facibtJes,
Section 4. INSURANCE REQUIREMENTS. Before begmning any work under tllis
Agreement, Consultant, at ItS own cost and cxpense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arisc from or in
connection witll the performance of the work hereunder by the Consultant and Jts agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and undcr forms of insurance
satisfactory in all respects to the City Consultant shallmaintam the insurance poliCIes requlfed
by this section throughout the term of thJS Agreement. The cost of such insurance shall be
included in the Consultant's bJd. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City Verification of the required msurance
shall be submitted and made part of thIS Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
mamtam Statutory Workers' Compensation Insurance and Employer's Llabihty
Insurance for any and all persons employed directly or mdlrectly by Consultant.
Consulting Services Agreement between
City ofDubbn and SeDlar Support Program of the Tri VaIley
2006
Page 4 of 15
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall he provided with lImits of not less than ONE MILLION
DOLLARS ($1,000,00000) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determ.ination of whether a self-insurance pro~'Tam meets the standards of the
Labor Code shall be solely III the discretion of the Contract Administrator The
insurer, if Illsurance is provided, or the Consultant, if a program of self-msurance
is provided, shall waive all rights of subrogation against the City and its officers,
offiCials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notlce by certified mall, return receipt requested, to the
City C\msultant shall notify City within 14 days of notJfication from
Consultant's insurer if such coverage is suspended, vOlded or reduced in coverage
or in limIts.
4.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General reQuirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liabihty msurancc for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single hmit
coverage for risks associated with the work contemplated by thiS
Agreement. If a Commercial General LiabilIty Insurance or an
Automobile LiabilIty form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be perfonned under this Agreement or the general aggregate limit shall
be at least tWlce the required occunence limit. Such coveragc shall
include but shall not be limited to, protection against chums arising from
bodily and personal lOJury, including death rcsulting therefrom, and
damage to property resultlOg from activitJes contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum SCODe of coveraee. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Serviccs Office form
number GL 0002 (cd. 1/73) covering comprehensive General Liability and
Insurance SeTYlceS Office form number GL 0404 covering Broad Form
Comprehensive General Llability Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
2006
Page 5 ofl5
Consulting Services Agreement between
City ofDubhn and Senior Support Progranl of the Tri Valley
4.2.3 Additional reauirements. Each of the following shall bc included in the
insurance coverage or added as an endorsement tn the polley'
a. City and its officers, employccs, agents, and volunteers shall be
covered as additIOnal insureds with respect to cach of the
following: llabihty ansmg out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant, and automobiles
owned, leas cd, or used by the Consultant. The coverage shall
contam no speclal hmitatlOns on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b 'Ille insurance shall cover on an occunence or an accldent basis,
and not on a claims-made basis.
c. An endorsement must statc that coverage is primary insurance with
respect to the City and its ()fficers, officials, employees and
volunteers, and that no insurance or self-insurance mamtained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply wlth reporting
provisions of the policy shall not affect coverage provided to CITY
and its officcrs, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
cxcept after thirty (30) days' prior written notice by certified mail,
retum reccipt requested, has been given to thc City Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage IS suspended, voidcd or redw;ed in
coverage or III hmits_
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for thc pcriod covered by this Agrcemcnt profcssionalliability insurancc
for licensed professwnals performmg work pursuant to this Agreement m an
amount not less than ONE MILLION DOLLARS ($J ,000,000) covenng tile
hcensed professlOnals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorscmcnt shall state that coveragc shall not be suspended, voided,
canceled by eltiler party, reduced in coverage or m limIts, exeept after
Consultmg Services Agreement bctween
City of Dublin and Scnior Support Program oftile Tn Valley
2006
Page 6 of 15
thirty (30) days' pnor written notice by certified mail, return receipt
requested, has been given to the City_
4.3.3 The policy must contain a cross liability or severahility of interest clause.
4.3.4 The following provIsIOns shall apply if the profeRRlOnalliability coverages
are written on a claims-made form:
a. The retroactive datc of the policy must be shown and must be
before the date ofthe Agreement.
b. Insurance must be maintained and evidence of insurance must he
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coveragc is canceled or not Tenewed and it is not replaced With
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provIde
extended reportmg coverage for a mimmum of five years after
completion of the Agreement or the work. The Clty shall have thc
right to cxcrcise, at the Consultant's solc cost and expense, any
extended reportmg provisions of the policy, if the Consultant
cancels or does not renew the coveragc.
d. A COpy of the claim reporting requirements mllst be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4. I Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' ratmg of no less than A.VII.
4.4.2 Verification of coveral!e. Prior to begtnning any work under this
Agreement, Consultant shall furnish City With certificates of insurance and
with original endorsements effecting coverage requITed herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bmd coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policics, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under Its policies or shall furnish separate certlflcates and endorsements
for each subcontractor All coverages for subcontractors shall be subject
to all of the requirements stated herem.
Consultmg ServICes Agreemcnt bctween
City of Dublin and Semor Support Program of the Tri Valley
2006
Page 7 of15
4.4.4 Variation. The City may approve a vanatwn in the foregomg insurance
requirements, upon a determmabon that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's mterests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall dlsc!ose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginmng any of the services or work called for by any
term of tIlls Agreement.
DUTIng the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductihles or self-insured retentlOns with respect to City, Its officers,
employees, agents, and volunteers. The Contract AdImmstrator may
condition approval of an increase in deductible or self-Insured retentIon
levels with a reqUIrement that Consultant procure a bond, guaranteemg
payment of losses and related invcstigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coveraee. In the evcnt that any coverage
required by this section is reduced, limitcd, or matenally affected in any
other marmer, Consultant shall prOVIde written notlce to City at
Consultant's earliest possible opportumty and in no case later than five
days aftcr Consultant lS nobfied of the change m coverage.
4.5 Remedies. In additlOn to any othcr remedies City may have If Consultant fails to
provide or maintam any msurance policies or policy cndorsements to the extent
and wlthm the time herein reqUlred, City may, at Its sole option exercise any of
the follOWing remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach.
. Obtain such msurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
. Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consnltant demonstrates compliance with the requirements
hereof; and/or
. Termmate this Agrcement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall mdemnify, defend with counsel selected by the City, and hold hannless the City
and its officials, officers, employecs, agents, and volunteers from and agamst any arid all losses,
Consulting ServIces Agreen1ent between
City of Dublin and Semor Support Program of the Tn Valley
2006
Page 8 of 15
liability, claims, SUitS, actlOns, damages, and causes of actlOn arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, stale, or
mumclpallaw or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for whlch they could he held strictly liable, or by the quality or character of theIr work. The
foregoing obligatIOn of Consultant shall not apply when (I) the mjury, loss of life, damage to
propcrty, or violation of law anses wholly from the negligence or willful misconduct of the City
or its officers, employces, agents, or volunteers and (2) the actions of Consult<mt or its
employees, suhcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or v1(llahon of law It is understood that the duty of Consultant to mdemnif'y and
hold harmless includes the duty to defelld as set forth in Section 2778 of the Califomia Civil
Code. Acceptance by City of insurance certificates and endorsements reqUIred under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. Tills mdemnificatlOn and hold harmless clause shall apply to any damages or
claims for damages whether or not such msurance policies shall have heen determined to apply
By execution of this Agreement, Consultant acknowledgcs and agrees to the proviSIOns of tillS
Scction and that it is a material element of consideratlOn.
In the event that Consultant or any employee, agent, or SUhCOlltractor of Consultant providing
services under this Agreement IS determ.ined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to bc eligible for enrollment \D PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
paymellt of any employee and/or employer contributIOns for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, whIch would otherwise be the responsihility of City
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all lImes during the term of this Agreement,
Consultant shall bc an independent contractor and shall not be an employee of
City City shall havc thc right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3, however, otherwise City shall not havc
the nght to control the means by which Consultant accomplishcs services
rendered pursuant to thiS Agreement. Notwithstanding any other City, state, Or
federal policy, rule, regulation, law, or ordillance to thc contrary, Consultant and
any of its employees, agents, and subeontractors providing services under this
Agreement shall not qualIfy for or hecome entitled to, and hereby agree to waive
any and all claims to, any compensatIOn, henefit, or any incident of employment
by City, including but not limited to elIgibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to he pald by City for employer contributions and/or employee
contributions for PERS benefits.
2006
Page 9 of 15
Consulting Services Agreement betwecn
City ofDubhn and Semor Support Program of the Tri Valley
6.2
Consultant No A2ent. Except as City may specify in writing, Consultant shall
have no authonty, express or implied, to act on behalf of City III any capacity
whatsoever as an agcnt. Consultant shall have no authority, express or lmphed,
pursuant to thlS Agreement to bind City to any obbgatlon whatsoevcr
Section 7.
LEGAL REOUJREMENTS.
7.1 Governin2 Law. The laws of the State of California shall goyern thIs
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance ofthe work hereunder
7.3 Other Governmental Rel!"ulations. To the extcnt that thIs Af,'Teement may be
fundcd by fiscal assistance from another governmental entity, Consultant and any
subcuntractors shall comply with all apphcahle rulcs and regulations to which
City is bound by the terms of such fiscal asslstance program.
Without limiting the generality of thc foregoing, Consultant and any
subcontractors shall comply with the Community Devclopment Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Pcrmits. Consullant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals uf whatsocvcr nature that are legally
reqUIred (0 practice thcir respcctive professions. Consultant represcnts and
warrants to Citv that Consultant and its employees, agents, any subcontractors
shall, at thcir sole cost and expense, keep m effect at all times during the term of
this Agreement any licenses, pemlits, and approvals that are legally required to
practice their respective professions. In additIOn to the foregoing, Consultant and
any subcontractors shall obtain and maintain durmg the term of this Agreement
valid Busmcss LICenses from City
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discnmmate,
on the basis of a person's race, rehglOn, colur, national origin, age, phYSIcal or
mental handicap or disability, medical condItion, marital status, sex, or sexual
onentatIOn, against any employce, applicant for employment, subcontractor,
bidder for a suhcontract, or participant in, recipient of, or apphcant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requircments related to equal opportunity and nondiscriminatIOn in employment,
contractmg, and the provision of any services that are the SLlbJect of thIS
Agrcemcnt, including but not bmited to the satisfaction of any positive
obligations reqUITed of Consultant thereby
Consulting Services Agreement between
City of Dubhn and Senior Support Program of the Tri Valley
1006
PagelOuf15
Consultant shall include the provlS1ons of this Subsection m any subcontract
approved by the Contract Administrator or this Agrcement.
Scction 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel thIs Agreement at any tIme and without cause
upon wntten notification to Consultant.
Consultant may cancel this Agreement upon thirty days' wntten nohce to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall he entitled to compensation for
services performed to the effective date of termmation; City, however, may
condition payment of such compensatIOn upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provIded to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
thIS Agreement beyond that provided for in Suhsection I I Any such extension
shall require a wntten amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount prov1(led for in this Agreement. SlIllilarly, unless authorized
by the Contract Administrator, City shall have no obligabon to reImburse
Consultant for any otherwise reimbursahle expenses incurred during the extensIOn
pen ad.
8.3 Amendments. The parties may amend this Agreement only by a wntmg Slgned
by all the parties.
8.4 Assil!nmcnt and Suhcontractinl!. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's uniquc pcrsonal competence, expenence,
and spccialized personal knowledge. Moreover, a substantial mducement to City
for entering into this Agreement was and is thc profeSSIOnal reputatlOn and
competence of Consultant. Consultant may not assign this Agreement or any
mterest therem without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provlded for herein, other than to the subcontractors noted in the proposal,
without prior written approval ofthe Contract Administrator
8.5 SurvivaL All obligations arising prior to the tenmnation of this Agreement and
all provISIons of this Agreement allocating liabilIty between City and Consultant
shall survive the tenmnatJon oflhl5 Agreement.
2006
Page II oflS
Consultmg Servlce~ Agreement between
City of Dublin and Senior Support Program ofthc Tri Valley
8.6 Outions uuon Breach bv Consultant. If Consultant matenally breaches any of
the terms of thIS Agreement, City's remedies ~hall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawmgs, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to completc the work described III Exhibit A
not fimshed by Consultant; or
8.6.4 Charge Consultant the dlffeTence between the cost to complete the work
described in Exhibit A that 1S unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studIes, surveys, photographs, memoranda, plans, studIes,
speci ftcations, records, files, or any other documents or materials, 111 electronic or
any other fonn, that Consultant prepares or obtains pursuant to this Agreement
and that relate t(1 the matters covered hereunder shall be the property of the City
It is understood and agreed that the documents and otheT matenals, mcluding but
not limitcd to those described above, prepared pursuant to tillS AgTeement are
prepared specifically for the City and are not necessarily suitable for any future or
otber use. City and Consultant agree that, until final approval by City, all data,
plans, specificatIons, reports and other documents are confidential and will not be
relcased to third parties without pnor written consent of both partles.
Consultant shall be responsible for maintaining all records pCliammg to this
Agreement, including subcontracts and expenditures, and all other finanCIal and
property records in confoilllance WIth OB circular A-110 Upon request,
consultant shall delivcr any required recoTds or documents to thc City within a
reasonable amount of tIme.
1J.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, UlVOICeS, vouchers, canceled checks, and other Tecords or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a mimmum of wee
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to tIns Agreement.
Consultmg ServIces Agreement bctwecn
City of Dublin and Senior Support Program ofthe Tri Valley
2006
Page 12 of 15
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requIres Consultant to maintain shall be made availahle for
mspecbon, audit, and/or copymg at any time dunng regular business hours, upon
oral or wntten request of the City Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examinatlOn aDd audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a p,l1iy to this Agreement hrings any action, includmg an
action tor declaratory relief, to enforce or intetpret the prOVISIon of thIS
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relicfto which t11at party may be entitled. The court may set
such fees in the same actlOn or in a separate action brought for that putpose.
10.2 Venue. Tn the event that either party brings any actIOn against the other under
this Agreement, the parties agree that trial of such actIOn shall be vested
exclusivcly in the state courts of California in the County of Alameda or m the
United States District Court Northern District ofCallfomia.
10.3 Severability. If a court of competent junsdlction finds or rules that any provision
of this Agreement IS mvalid, void, or unenforceable, the proVISIons of this
Agreement not so adjudged shall remain in full force and cffect. The mvahdlty in
whole or in part of any prOVISIOn of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific prOVISIon
of this Agrcement does not constltute a waiver of any other brcach of that t= or
any other t= of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inurc to the
benefit of and shall apply to and bind the successors and assigns ofthe parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it IS
available at cqual or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the cotporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of mterest," as that term is defined
Consultmg ServlCes Agreement between
Citv ofDuhhn and Senior Support Program of the Tn Valley
20()G
Page 13 of15
m the Political Reform Act, codified at California Govermnent Code Section
81000 et seq
Consultant shall not employ any City official in the work performed pmsuant to
this Agreement. No officer or employce of City shall have any financialmterest
in this Agreement that would violate Call fornia Govermnent Code Sections 1090
etseq
Consultant hereby warrants that It IS not now, nor has it been m the previous
twelve (11) months, an employee, agent, appointee, or official of the City If
Consultant was an employee, agent, appomtee, or ofllcial of the City in the
previous twelve months, Consultant warrants that It dId not participate many
manner in the forming OftlllS
Agreement. Consultant understands that, if thIS Agrecment is made m violation
of Govemnlent Code 91090 el.seq , the enl1re Agreement is void and Consultant
will not be entitled to any compensation for servIces performed pursuant to this
Agreement, includmg reunbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregomg, It may be subject to criminal
prosecutIOn for a vlOlal1on of Government Code ill 090 and, if applicable, will be
disqualified from holding public office in the State of Cahfomm.
10.8 SolIcitation. Consultant agrees not to sohcit busincss at any meetmg, focus
group, or mtervicw related to this Agreement, either orally or through any written
matenals.
10.9 Contract Administration. Tbis Agreement shall be administered by the
Commumty Development Director or his designee ("Contract Administrator").
All correspondence shall be dircctcd to or through the Contract Administrator or
his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to
Senior Support Program of the Tri Valley
Marlene Petersen, Executive Dircctor
5353 SWlOI Blvd.
Pleasanton, C A 94566
Any written notice to City shall be sent to
Community Development Director
City of Dublin
100 Civic Plaza
Dubhn, CA 94568
Consultmg ServIces Agreement between
City of Dublin and Senior Support Program of the Tn Valley
2006
Page 14 of 15
10.11 Intel!ration. This Agreement, mcluding the scope of work attached hereto and
lI1corporatcd hcrcin as Exhibit A, the budget attached hereto and mcorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Tcrms and Conditions as Exhibit C represents the enllre and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Scnior Support Program of the Tri Valley
,
4'
'j
e Petersen
Executive Director
Attest:
-:i~c~c
Fawn olman,lty lerk
Approved as to Form:
d:'(, --;1 ( ,
(. Il.....'{.....c., I. r< ~I} l_
, (-
Elizabeth H. Silver, City Attorney
Consulting ServICes Agreement between
City of Dublin and Scnior Support Program of the Tri Valley
200b
Page 15 of 15
EXHIBIT A
BUDGET
Tri-Valley Community Foundation will provide the following services through this
Agreement with a contract with Senior Support Program of the Tri-Valley.
30 new low or very low income Dublin seniors will receive Case Management Services.
Case management services consist of initial assessment in the senior's home including
assessment ofliving situation as well a senior's physical, mental and emotional status.
Assistance needed with activities of daily living is assessed as well.
A Care Plan is fonnulated for each senior. The plan includes locating, arranging and
overseeing services such as transportation, meals, safety devices and in-home
companions and workers.
The caseworker also makes referrals and coordinates with physician.s, home health
nurses, social workers, attorneys and other needed professionals. Assistance is provided
in applying for MediCal, food stamps, SSI and in handling Medicare and health insurance
billing.
50 Dublin seniors will receive one-time only services.
Hourly cost for home services is $40,00lhour. Each client requires approximately 11
hours of service.
~~~__~~~~~~_____~_______________~~_r~~~~_~~~~_______________~~~~__~~_______________~__~________________~__
Consulting Services Agreement between
City of Dublin and Senior Support of the Tn-Valley
2006
Page 1 of 1
EXHIBIT B
BUDGET
Funds for this project go to direct services to Dublin senior residents.
Director
Ca'*l Manager
Fiscal
.5 hr. wk x 52 @ $25.00/hr.
8 hrs. wk x 52 @ $18.00/hr.
.50 hr. wk x 52 @ $20.00
Total
Benefits@21%""$1,818
Dublin will contribute $1,818 to benefits
Total Salary &
Benefits
$ 650
$7,488
$ 520
$8,658
$1,818
$10,476
~-~~~~-~~~-----~-------------~--"-~-~~--~-~-~~-----------~~+--+~-----------------~--------------~-~~-~~-
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
2006
Page I of 1
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
PROGRAM MONITORING AND EV ALUA TION
A. Contractor shall be momtored and evaluated m tenus of its effectiveness and
tnnely compliancc with the provisions of this Agreement and the effective and
efficIent achlevement of the Program Objeclives.
B. Contractor must Ulldertake continuous quantItatIve and qualitative evaluation of
thc Scope of Services as specIfied in this Agreement and shall make quarterly
written reports to City
1 The quarterly written rcports shall include, hut shall not be limited to the
following data elements:
a. Title of program, listlJJg of components, description of
activiti es/ operations.
b. Service area (i.e., citywide, etc., mcludlJJg applicable census
tracts).
c. Goals - the projected goals, indicated numencally, and also the
goals achieved (for each report period). In addition, Identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, Identify any problems
encountered in mccting goals.
d. Beneficiaries" provIde the following:
i) total number of direct beneficIHries.
Ii) Percent of total numbcr of direct beneficlanes who are:
Low and moderate income
La,^, income
American Indian or Alaska Native
Asian
Black or African Amencan
NatJve Hawanan or Other Pacific Islander
White
American Indian or Alaska Native and WhIte
Asian and Wlllte
Black or African American and White
2006
Page { of Exhibit C
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
Amcrican Indian or Alaska Native and Black or
AfTican American
Other (individuals who ilTe not included above)
Hispanic (ethnicity catcgory that cuts acro~s all
race~; If used, a race identIfied above must also be
identified)
Female Headed Households
e. Other data as required by City
2. The quarterly report shall be due on the fifteenth day of the month
immediately followmg the report qualier, except for the end of thc
program year report which IS dlle within thirty days.
C The City shall have ultimatc responsibility for overall project momtoring and
evaluation, to assIst Contractor in complying WIth the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers,
D The Contractor ~hall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program mcome shall be recorded as part ofthe financial transactions of the gr<mt
program ;md dIsbursed in accordance with OMB Circular A-llO, with prIor
approval or consent of City
B Program mcome reccived by Contractor shall be returned to City for future
application to eligible projects.
C Program income from Orban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation 111 the Urban
City, shall continuc to be program income ofthe Urban City
3 UNIFORM ADMTNISTRA TIVE REQUIREMENTS
Contractor shall comply with Uniform AdImlllstrative Rcquirements as described m
Federal RegulatJOns, SectlOn 570.502 as applicable to governmental entities.
4 RELIGIOUS ACTIVITY PROHIBITION
There shall be no rehgIOus worslnp, instruction, or proselytv:ation
conncction with the performance of tillS Agreement.
as part of, or m
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Vailey
2006
Pagel. of Exhibit C
5 REVERSION OF ASSETS
A- Upon the eXpIratIOn of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at hme of explrahon and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtallled in whole or III part with CDBG
funds must he used to meet one of the national obJectlVes for a minimum of five
years after the expIration of this Agreement or disposed ofm a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REOUIREMENTS
C(lfitractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates
to a) Equal Employment Opportunity Practices ProvisIOns, b) Fair Housing, c) Labor
Standards, d) EnvIronmental Standards, 3) National Fk)od Insurance Program, f)
Relocation and ACqUISlhon, g) Employment and Contracting Opportunities, h) Lead-
based pamt, i) Use of Debarred, Suspended or Ineligible Contraetors or Sub-recipients, jl
Uniform AdminIstrative Requirements and Cost Principals, k) Conflict ofInterest, and 1)
Displacement.
7 BILINGUAL ASSIT ANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's adrmnistrative procedures must be in comphance with the following
regulations:
A. OMB Circular A-I22, Cost Principles for Non-Profit Organizations.
B. OMB Circular A -110, Um forol Administrative Requirements for Grant and Other
Agrecmcnts with InstitutIOns of Higher EducatlOn, Hospitals and Other Non-
Profit Organizations.
C Paragraph (b) of Secbon 570.502 of sub-part J of 24 CF,R 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D Section 44.6 of 24 CFR Part 44 (Non-Federal Govemment Audit ReqUIrements),
COllllllon Rule of Uniform Admlllistrative Requirements for Grants and
Cooperative Agreements WIth State and Local Governments
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
2006
Page:; of Exhibit C
CONSUL TING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
Open Heart Kikhen
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Open Heart Kitchen ("Consultant") as of May 16, 2006.
RECITALS
I The County of Alameda has entered mto a Grant Agreement With the United
States Department ofHousmg and Urban Development ("BUD") for a Community Developmcnt
Block Grant ("CDBG") UJlder the Housmg and Community Development Act of 1974
2. The City will he a party to an agreement with the County of Alameda, to be dated
July I, 2006, whcreby certain Community Development Block Grant ("CDGB") grant funds
rece,ved by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activitics ("CDBG Programs").
3 Consultant desires to perform services, described in Exhibit A to thIS Agreement,
that are CDBG Programs.
4 City deSIres that such services be performed by Consultant, and Consultant
Agrccs to render such services, as more partIcularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditIOns set forth in this Agreement,
Consultant ~hall prOVIde to City the services described in the Scope of Work attached as Exhibit
A at the time and place and 111 tbe manner specified therein. In the event of a conflict in or
inconsistency between the terms of thIS Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2006 and
shall end on Junc 30, 2007 Consultant shall complete the work described in
Exhibit A. Scope of Services pnor to June 30, 2007, unless the term of the
Agreement is otherwise tenninated or extcnded, as provided for 10 SectIon 8.
The time provided to Consultant to complete the services reqmred by thiS
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Scction 8.
1.2 Standard of Performance. Consultant shall perform all services reqUired
pursuant to this Agrcement in the manner and according to the standards observed
by a competent practJtioner of the profession in which Consultant IS engaged 10
the geographical area in which Consultant prachces its profession. Consultant
shall prepare all work products rcquired by this Agreement in a substantial, first-
Consulting Services Agreement between
City of Dublin and Opcn Heart KitchenPage 1 of 15
2006
class manner and shall confonn to the standards of quality normally observed by a
person practicing in Consultant's profess1on.
1.3 Assil!nment of Personnel. Consultant shall assIgn only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, deSIres the
reassIgnment of any such persons, Consultant shall, Immediately upon receiving
notice from City of such deSIre of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the perfoffilance of serv1ces pursuant
to this Agreement as may be reasonably nccessary to meet the standard of
performance provIded m SectlOn 1 1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procuremeht procedures of the Office of Management and Budget (OMB)
Circular A-IlO and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connectIOn wIth activities funded under thIS
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Dollars ($10,000) notwIthstanding any contrary indications that may be contained
in Consultant's proposal, for services to be performed and reimhursable costs incurred under this
Agreement. In the event of a conflict between this Agreement and Consultant's proposal,
attached as ExhibIt A. Scone of ServJces regardmg the amount of compensation, the Agreement
shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the
time and in the manncr set forth hcrein. All compensatIOn is dependent on receipt of CDBG
funds from the County of Alameda. The payments specified below shall bc the only payments
from City to Consultant for services rendered pursuant to this Agreement. Consultant shall
submit allmvOlces to City m the manner specified herein. Except as speCIfically authonzed by
City, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensatIOn paId by City to Consultant under
thIS Agreement 1S hased upon Consultant's estimated costs of providing the servIces reqUIred
hereunder, Including salmes and benefits of employees and subcontractors of Consultant.
Consequently, the parl1e, further agree that compensation hereunder is intended to mclude the
costs of contrihutlOns to any penSIons and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budl!et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the tenn of this Agreement, based on thc cost for
Consulting Servlces Agreement hetween
City of Dublin and Open Heart KitchenPage 2 of 15
2001i
services performed and relmbursahle costs incurred prior to the invoice date.
Invoices shall contain the following mformation.
.
Senal identifications of progress bills; i.e., Progress Bill No I for the first
inVOIce, etc.,
The beginning and endmg dates of the billing period,
A Task Summary containing the original contract amount, the amount of
prior billings, the total due tlus penod, the balance available under the
Agreement, the percentage of completion and what line item is bemg spent
agamst per Exhibit B. Budl!et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall he submitted showing the name of the
person doing the work, the hours spent by cach person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
numbcr of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall mclude an estimate of the time necess<rry to complctc the work
described m Exhibit A. Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthly Payment. City shall make monthly payments, based on involCes
received, for serviccs satisfactorily performed, and for authorized reimbursable
costs mcmred. City shall havc 45 days from the receipt of an invoicc that
compiles with all of the requiremcnts above to pay Consultant.
2.4 Final Pavment. City shall pay the last inVOIce due pursuant to thIS Agreement
within sixty (60) days after completlOn of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, Signed and dated May 16, 2006.
2.5 Total Payment. City shall pay for the servlces to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
cxpense or cost whatsoever incurred by Consultant III rcndering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maJi.lmum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement IS modified prior to the submission of
such an invoice by a properly executed change order or amendment.
20116
Consulting Services Agreement between
City of Dublin and Open Heart KitchenPage 3 of 15
2.6 Pavmeut of Taxes. Consultant IS solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Pavmeut upon Termination. In the event that the City or Consultant terminates
thiS Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and relmbursableexpcnses incurred for work
satisfactorily completed as of the date of WTItten notIce of termination.
Consultant shall malOtain adcquatc logs and timesheets m order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the tenns of thiS Agreement dunng the pcriod listed in Section 1.1
Section 3. FACILITIES AND EOUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facihbes and equipment that may be necessary to
perform the sCTVices rcquired by this Agreement. City shall make available to Consultant only
thc facilities and equipment listed in this section, and only under the tcrms and conditions set
forth herein.
City shall furnish physical facilitIes such as desks, filing cabinets, and conference space, as may
be rcasonably nccessary for Consultant's use while consulting with City employees and
revlewmg records and the mformation in posscssion of the City The locatlon, quantity, and tIme
of furnishing those facilities shall be m the sole discretion of City In no event shall City be
obligated to furnish any facility that may involve mcumng any direct cxpense, including but not
limited to computcr, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under thIS
Agreement, Consultant, at its own cost and expcnse, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connechon wlth the performance of the work hereunder by the Consultant and its agents,
representahves, employees, and subcontractors. Consultant shall provide proof sahsfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satlsfactory In all respects to the City_ Consultant shall maintain the insurance pohcles requlfed
by this section throughout the tenD of this Agrecment. The cost of such insurance shall be
included 111 the Consultant's bId. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtamed all insurance required herem for the
subcontractor(s} and provided evidence thereof to City VenficatlOn of the requircd insurance
shall be submitted and made part of thiS Agreement prior to exccution.
4.1 Workers' Compensation. Consultant shall, at ItS sole cost and expense,
mamtam Statutory Workers' Compensation Insurance and Employer's LIability
Insurance for any and all persons employed directly or indirectly by Consultant.
The Statutory Workers' Compensation Jnsurancc and Employer's Liability
Consultmg Servlces Agreement bctwccn
City of Dublin and Open Heart K.1tchenPage 4 of 15
2006
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,00000) per accident In the alternative, Consultant may rely
on a self-insurance program to meet those requlfements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
DetemnnatlOn of whcther a self-insurance program meets the standards of the
Labor Code shall he solely in the discretIOn of the Contract Admmlstrator The
insurcr, if insurance IS provided, or the Consultant, If a program of self-insurance
is proVided, shall waive all rights of subrogation against the City and its officers,
offiCials, employees, and volunteers for loss aDsing from work perfornled under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior wDtten notice by certified mail, return rcceipt requested, to the
City Consultant shall nohfy City within 14 days of notification from
Consultant's insurer if such coverage is suspended, VOIded or rcduced in covcrage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
mamtam commercial gcneral and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coveragc for risks associated with the work contemplated by this
Agreement If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a genCTal aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be lImited to, protection against elaims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resultmg from activities contemplated under this
Agreement, ineluding the use of owned and non-owned automobiles.
4.2.2 Minimum sCOlle of covera2e. Commercwl general coverage shall be at
least as broad as Insurance Serviccs Office Commercml Gencral Liability
occurrence form CG 0001 (cd. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance ServICes Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Serv](;es Agrcement between
City of Dublin and Open Heart KitchenPage 5 of 15
2006
4.2.3 Additional reauirements. Each of the fo1lowing shall be included in the
insurance coverage or added as an endorsement to the policy-
a. City and its officers, employees, agents, and volunteers sha1l be
covered as additional lllsureds with respect to each of the
following: habihty arising out of activities pcrformed by or on
behalf of Consultant, lllcluding the insured's general supervIsion of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by tbe Consultant. The coverage shall
contalll nO special limitations on the scopc of protectIOn afforded
to City or Its officers, employees, agents, or volunteers.
b. The insurance sha1l cover on an occurrence or an accidcnt basis,
and not on a claims-made basis.
c. An endorsemcnt must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-msurancc maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the pohcy shall not affect coverage proVIded to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement sha1l state that coverage sha1l not bc canceled
except after thirty (30) days' prior written notJce by certified mail,
retwn reccipt requested, has been given to the City. Consultant
sha1l notify City within 14 days of notification from Consultant's
insurer If such covcrage is suspended, voided or reduced in
coverage or in hmits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintam for the penod covcred by this Agreement profcssionalliability lJ1surance
for licensed profeSSIOnals performing work pursuant to this Agreement III an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, vOIded,
canceled by either party, reduced in covcrage or in limIts, cxcept aftcr
Consulting Services Agreement between
City of Dublin and Open Heart KitchenPage 6 of 15
2006
thirty (30) days' prior written notJce by ccrtified mail, return receipt
requested, has been gIven to the City
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provlSlons shall apply if the professional liabilIty coverages
are written on a claims-made form.
a. The retroactlve date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and It is not replaced with
another clauus-made policy form with a retroactIVe date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a mimmum of five years after
completion of the Agreement or the work. The City shall have the
nght to exercise, at the Consultant's sole cost and expense, any
extended reportmg provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submItted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Reouirements.
4.4.1 Accentabilitv of insurers. All insurance reqUIred by this section is to be
placed with insurers with a Bests' rating of no less than A.Vll.
4.4.2 Verification of covcral!e. Prior to begllrnmg any work under thIS
Agreement, Consultant shall furnish City with certi.ficates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance polIcy are to be signed by
a person authorizcd by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copIes of all rcquired
insurance policJes, at any time.
4.4.3 Subcontractors. Consultant shall mclude all subcontractors as msureds
under its policies or shall furnIsh separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all ofthe reqUIrements stated herein.
Consulting SCrvl~CS Agreement between
City ofDuhlm and Open Heart KitchcnPage 7 of 15
2006
4.4.4 Variation. The City may approve a variatIOn III the forcgoing insurance
requIrements, upon a detenmnallOn that the coverages, scope, limIts, and
forms of such msurance are eIther 110t commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-Illsured retentions and
deductibles before bcginning any of the services or work called for by any
term of thIS Agreenlent.
During the period covered by this Agreement, only upon the prior cxpress
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Admmistrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guarantceing
payment of losses and related investigations, clmm administration, and
defense expcnses that IS satJ.sfactory in all respects to each of them.
4.4.6 Notice of Rednction in Coveral!c. In the cvent that any coverage
required by this sectJOn IS reduced, limited, or materially affected in any
other manner, Consultant shall providc written llotlce to City at
Consultant's earlIest possible opportumty and in no case later than five
days after Consultant IS llotified of the change m coveragc.
4.5 Remedies. In addition to any other remedics City may have If Consultant fails to
provIde or mamtain any insurance policies or policy endorsements to the extent
and withm th.e lIme herein required, City may, at Its sole option exercIse any of
the following remedies, which are altematJ.ves to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
.
Obtain such lllsurallce and deduct and retmn the amount of the premIums for
such insurance from any sums due under the Agreement;
.
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any paymcnt, until Consultant demonstrates complIance with the requirements
hereof; and/or
.
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, mld voluntecrs from and agamst any and all losses,
2006
Consultmg Servlces Agreement between
City of Dublin and Open Heart KitchenPage 8 of 15
bability, claims, sUJts, actions, damages, and causes of action aTIsing out of any personal injury,
bodily injury, loss of life, or damage to property, or any vIolation of any fedcral, state, or
municipal law or ordinance, to the extent caused, IlJ whole or in part, by the willful mlsc(mduct
or ncgligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregomg obbgation of Consultant shall not apply when (1) the injury, loss of !lfe, damage to
property, or violahon of law arises wholly from the negligence or willful misconduct of the City
or Its 0 fficers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed m no part to the Injury, loss of !lfe, damage
to property, or violation of law It IS understood that the duty of Consultant to indemnify and
hold harmless mcludes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorscments reqUired tmdcr this
Agreement does not relieve Consultant from !lability under thiS indemnificatIOn and hold
harmless clause. This indemnificatlOn and hold harmless clause shall apply to any damages or
claims for danlages whcther or not such msurance policies shall have been determined to apply
By execution of th,s Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material clement of consideration.
In the event that Consultant or any employcc, agent, or subcontractor of Consultant proVIding
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Rctirement System (PERS) to be ebgible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or Its employccs, agents, or suhcontractors, as well as for the payment of any
penalties and interest on such contributions, whIch would otherwIse be the responsibility of City
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term of thIS Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City City shall have the right to control Consultant only msofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3, however, otherwise City shall not have
the nght to control the means by which Consultant accompbshes scrvices
rendered pursuant to this Agreement. Notwithstandmg any other City, state, or
federal policy, rule, rcgulation, law, or ordinance to the contrary, Consultant and
any of its employees, agcnts, and subcontractors providing services under this
Agreement shall not quahfy f(lr or become enhtled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, mcluding but not limited to eligibility to enroll ill the Califom13 Public
Employees Retirement System (PERS) as an employee of City and entItlement t(l
any contribution to be pllld by City for employer contributions and/or employee
contributions for PERS benefits.
200n
Consulting Servu;cs Agreement between
City of Dublin and Open Heart KitchenPage 9 (If 15
6.2
Consultant No Agent. Except as City may specify in wnting, Consultant shall
have no authority, express or Implied, to act on behalf of City III any capacity
whatsoever as an agent. Consultant shall have no authority, express or unphed,
pursuant to this Agreement to bind City to any obligatIOn wbatsocver.
Section 7.
LEGAL REOUlREMENTS.
7.1 Governing Law. The laws of the State of Califoll1la shall govern this
Agreement.
7.2 Compliance with Aoolicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder
7.3 Other Governmental Regulations. To the extent that this Agreement may be
funded by fiscal assIstance from another govell1mental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to whIch
City IS bound by the terms of such fiscal assistance program.
Without limltmg the generabty of the foregoing, Consultant and any
suhcontractors shall comply with the Community Development Block Grant
AdditIOnal Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and wammts to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective profeSSIOns. Consultant reprcsents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times dunng the term of
thIS Agreement any licenses, permits, and approvals that are legally reqUIred to
pracbce their respectIve professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintalll during the term of this Agreement
valid Busmess Licenses from City
7.5 Nondiscrimination and Eoual Ooportunitv. Consultant shall not discriminate,
on the basis of a person's race, religIOn, color, natIonal origin, age, phYSIcal or
mental handicap or disability, medIcal condition, marital status, sex, or sexual
on entation, against any employce, apphcant for employment, subcontractor,
bidder for a subcontract, or participant in, reCIpient of, or applicant for any
scrvices or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscnmmal1on in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limIted to the satIsfaction of any positivc
obhgal1ons required of Consultant thereby
Consulting SerVIces Agreement between
City of Dublin and Open Heart KitchenPage 10 of 15
2006
Consultant shall include the provJsions of thIs Subsection III any subcontract
approved by thc Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel thIS Agreement at any time and wIthout cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notJce the rcasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of temunahon; City, however, may
condition payment of such compensatJOn upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials prOVIded to Consultant or prepared by or for Consultant or the
City III conncction with this Agreement.
8.2 Extension. City may, m its sole and exclUSIve discretion, extend thc end date of
this Agreement beyond that provided for in Subsection I I Any such extension
shall require a written amendment to this Agreement, as provIded for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provIded for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses inclllTed during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writmg signed
by all the parties.
8.4 Assienment and Subcontractine. City and Consultant recogJlize and agree that
thIS Agreement contemplates personal perfonnance by Consultant and is based
upon a deteJmination of Consultant's unique personal competence, expenence,
and specialized personal knowledge. Moreover, a substantial mducement to City
for entering into thIS Agreement was and IS the profeSSIOnal reputation and
competence of Consultant. Consultant may not assign thIS Agreement or any
interest therein wIthout the pnor written approval of the Contract Administrator
Consultant shall not subcontract any portion of the performance conte:mplated and
provided for hcrein, other than to the subcontractors noted in the proposal.
without prior wntten approval of the Contract Administrator.
8.5 SUITival. All obhgatJons arising prior to the termination of thIS Agrcement and
all provisions of this Agreement allocating liability between City and Consultant
shall survIVe the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Opcn Heart KitchenPage 11 of 15
2006
8.6 Options upon Breach by Consnltant. If Consultant materially breaches any of
the temlS of this Agreement, City's remedIes shall included, but not be limited to,
the following:
8.6.1 Immediately termmatc the Agreement;
8.6.2 Retain the plans, specifications, drawmgs, reports, design doclUTIents, and
any other work product prepared by Consultant pursuant to tills
Agreement;
8.6.3 Retam a different consultant to complete the w(lrk described in Exhibit A
not fimshed by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfmished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, III electronic or
any other form, that Consultant prepares or obtams pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of thc City
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agrecment are
prepared specifically for the CIty and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidcntial and will not be
released to thIrd parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other finanCial and
property records in conformance with OB Circular A-1IO Upon request,
consultant shall deliver any required records or docllments to the City wlthm a
reasonable illlJOllnt uftime.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, mvoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for serviccs or expenditures and
disbursements charged to the City under this Agreement for a minimwn of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consultmg S,,:rvlCes Agreement between
City of Dub 1m and Open Heart KitchenPage 12 of 15
2006
9.3 Insvection and Audit of Records. Any record~ Qr documents that Section 9.2 of
this Agreement requnes Consultant to maintam shall be made available for
lllspection, audit, and/or copying at any time during regular business hours, upon
oral or wntten request of the City Under California Government Code SectIOn
8546.7, if the amount of pubhc funds expended under this Agreement exeecds
TEN THOUSAND DOLLARS ($10,00000), the Agreement shall be subject to
the exammatIOn and audit ofthc State Auditor, at the request of City or as part of
any audit of the City, for a penod of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to thIs Agreement bnngs any action, including an
achon for dcclaratory relief, to enforce or interpret the provision of this
Agreement, thc prcvailing party shall he entitled to reasonable attorncys' fees in
addition to any other relief to which that party may bc entitled. The court may set
such fees in tlle same aChon or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any actIOn against the othcr under
this Agreemcnt, the parties agree that trial of such actIOn shall be vested
exclusively in the state courts of California m the County of Alameda or in the
United States District Court Northern District of CalifornIa.
10.3 Sevcrabilitv. Ifa court of competent jurisdiCtIOn finds or rules that any provISIon
of this Agreement IS mvalid, void, or unenforceable, the provisions of this
Agrecment not so adjudged shall remam in full force and effect. Thc invalidity in
whole or in part of any provision of th]s Agreement shall not vo]d or affect the
vahdity of any othcr provision of this Agreement.
10.4 No lmvlied Waiver of Breach. The waiver of any breach of a speeific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other tcrm of this Agreement.
10.5 Sueccssors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submIt all reports,
written studies and other prlllted material on recycled paper to the extent it is
available at equal or less cost than virgin paper
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities witJnn the corporate limits of City or whose busmess, rcgardless of
10catlOn, would place Consultant in a "conflict of intcrest," as that term is defined
Consulting Services Agreement between
City of Duhlin and Opcn Heart KitchenPage 13 of 15
2006
m the Political Reform Act, codified at California Guvernment Code Section
81000 et seq
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City If
Consultant was an employee, agent, appomtee, or official uf the City in the
previous twelve months, Consultant warrants that it did not partlclpate m any
mannCT in the fonrung of this
Agreement. Consultant understands that, If this Agreement is made in violation
of Government Code !)1090 et.seq., the entJre Agreement is VOId and Cunsultant
will not be entitlcd to any compensation for services performed pursuant tu thIS
Agreement, mcluding reimbursement of expenses, and Consultant will he
required to relmhurse the City for any sums paid to the Consultant. Consultant
understands that, III addition to the foregoing, it may be subject to criminal
prosecutIon for a violation of Government Code !)1 090 and, if appbcahle, will be
disqualified from holding public office in thc State of California.
10.8 Solicitation. Consult,ll1t agrees not to sohcit business at any meeting, focus
group, or mterview related to tillS Agreement, eith.er orally or through any written
materials.
10.9 Contract Administration. This Agreemcnt shall be administered by the
Community Development Director or his deSignee ("Contract Administrator").
All correspundencc shall be directed to or tl1Tough the Contract Admmistrator or
his or her deSignee.
10,10 Notices. Any wntten notIce to Consultant shall be sent to'
Open Heart Kitchen
Carul Bcddome, Executive Director
1141 Catalina Drive #137
Livermore,CA 94550
Any written notiee to City shall be sent to
Community Development Director
City of Dublin
100 CiVIC Plaza
Dublin, CA 9456/\
Consulting ServIces Agreemcnt between
City of Dublin and Open Heart KitchenPage 14 of 15
2006
lU.11 Intel!ration. 1bis Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and lllcorporated
herein .as Exhibit B, and the Commumty Development Block Grant Additional
Terms and ConditIOns as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all pnor negotJatiollS,
representations, or agreements, either written or oral.
;Jt.t?;( ~)./;Ol1t
et Lockhart, Mayor
Open Heart Kitc
/1 . C
UttL~
)
CITY OF DUBLIN
Carol Beddome
Executive Director
Attest:
1_~
~ City Clerk
Approved as to Form.
,
. Z\'/.t-e l, Y \.: <-
Elizabeth H. Silver, City tI,.ttorney
Consulting Services Agreement between
City ofDubhn and Open Heart KitchenPage 15 of 15
2006
EXHIBIT A
SCOPE OF SERVICES
The Weekend Box Lunch Program is operated by Open Heart
Kitchen. The service includes the Friday distribution of box lunches
to approximately 61 Arroyo Vista residents and their families. The
lunches are healthy and non-perishable.
Benchmarks:
1. Deliver 12,500 boxes (25,000 lunches) to Arroyo Vista residents from
July 2006 to June 2007.
2. Deliver lunches directly to the homes. There is no qualification
process other than residency in the Arroyo Vista complex.
---~--~~----~--~~~-----~--------~---~--~----~---------~-----------~---~~~~-~----------------~~~~-~~-------
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2006-2007
Page I of Exhibit A
EXffiBIT B
Budget for Open Heart Kitchen - 2006-2007
FOOD AND SUPPLIES -
$10,000
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1 PROGRAM MONITORING AND EV AUJATION
lI". Contractor shall be monitored and evaluated in tcrms of its effectIveness and
tlmely c(lmphancc with the provisions of thIs Agrccment and the effective and
efficient achIevement of the Program ObjectIves.
B. Contractor must undertake continuous quantitative and qualitative evaluatIon of
the Scope of Services as specified III thIs Agreement and shall make quarterly
wntten reports to City
1 The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of progranl, listmg of components, descnphon of
activities/ operations.
b. Service area (I.e., citywide, etc., includlllg applicable census
tracts I.
c. Goals - the prOjected goals, indicated numencally, and also thc
goals achieved (for each report period). In addltlOn, ldenhf'y by
percentage and descriphon, the progress achieved towards meeting
the specified goals; additIOnally, identify any problems
encountered in meeting goals.
d. Beneficianes - provide thc following:
i) total number of d1fec! beneficiaries.
]1) Percent of total number of direct beneficiaries who are:
Low and moderate income
Low income
Amencan Indian or Alaska Native
Asian
Black or African Amencan
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and White
Asian and White
Black or African American and White
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 2 of Exhibit C
2006
AmeI1can Indian or Alaska Native and Black or
African Am.encan
Other (individuals who are not included above)
Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City
2. Thc quartcrly report shall be duc on the fifteenth day of the month
tnunediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management mformation that will assist the City's
policy and declsion-makmg and managers.
D The Contractor shall follow audit requirements of the Smgle Audit Act and OMB
Circular A"128
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-I 10, with prior
approval or conscnt of City
B Program income received by Contractor shall be returned to City for future
application to eligible proJect-s.
C. Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participatIOn in the Urban
City, shall continue to be program income of the Urban City
3 UNIFORM ADMINISTRATNE REOUIREMENTS
Contractor shall comply with Uniform AdministratIve Requirements as described m
Federal Regulations, SectIOn 570.502 as applicable to governmental entities.
4 RELIGIOUS ACTNITY PROHIBITION
There shall be no religious worship, mstruction, or proselytizatIon as part of, or m
connectIOn with the perfornmnce of thIs Agreement.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 3 of Exhibit C
2006
5 REVERSION OF ASSETS
A. Upon the eXplfatJon of thIs Agreement, Contractor shall transfer to CIty any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use ofCDBG funds.
B Real property III excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a mlmmum of five
years after the expiration of this Agreement or disposed of m a manner that results
in City being reImbursed at fmr market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each actJvity in compliance with all Federal laws
and regulations described III 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contractmg Opportumties, h) Lcad-
based paint, i) Use of Deharred, Suspended or Inehgible Contractors or Sub-rcelplents, j)
Uniform Admmlstrative Requirements and Cost Principals, k) Conflict of Interest, and n
Displacement.
7 BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its chents.
8 COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's admllllstratlve procedures must be in compliancc with the following
regulations:
A. OMB Circular A-I22, Cost Principles for Non-Profit Orgamzations.
BOMB Circular A-llO, Uniform Administrative Requirements for Grant and Other
Agreements with Institutions of Higher Education, Hospitals and Other Non-
Profit Organizations.
C. Paragraph (b) of Section 570,502 of sub-part J of 24 CFR 85, Common Rule of
Uniform AdmmistratJve Requirements for Grants and Coopcrative Agreements
WIth State and Local Governments.
D Section 44 6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 4 of Exhibit C
2006
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
Bay Arca Community Scrvices
THIS AGREEMENT for consultmg serV1CeS IS made hy and hetween the City of Dublin
("City") and Bay Area Commulllty ServIces ("Consultant") as of May 16, 2006.
RECIT ALS
1 The County of Alarneda has entered mto a Grant Agreement wlth the Unitc;d
Stales Department of Housing and Urban Development ("HLffi") for a Commumty Development
Block Grant ("CD13G") under the Housing and Commumty Development Act of 1974
2. The City will be a party to an agreement with the County of Alameda, to he dated
July 1, 2001\ whcrcby ccrtain Community Dcvelopment Block Grant ("CDGB") grant funds
rcccivcd hy thc County are d,strihuted to the City lor LISe in Community Dcvelopmcnt Block
Grant Programs and eligible actIvItIes ("CDBG Programs").
3 Consultant dcsircs to pcrform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4 City desires that such servIces be perlormcd by Consultant, and Consultant
Agrccs to render such servlces, as more parl1cularly set forth in this Agrcement.
NOW, THRREFORE, m conslderat1On 01" the mutual promiscs hcreinaftcr madc, City
and Consultant do mutually agree as follows.
Section 1. SERVICES Subject to the terms and conditions set forth in this Agreement,
Consultant shall providc to City the scrviccs dcscribcd in the Scope of Work attached as Exbibit
A at the time and placc and in the manncr spccificd thcrcin. In the event of a conflict In or
11lCOnslstency between the terms of this Agrccment and Exhibit A, the Agreement shall prevml.
1.1 Term of Services, The ternl oftlllS Agreement shall heg11l on July 1, 2006 and
shall end on June 30, 2007 Consultant shall complete the work described m
Exhibit A. Scope of Services prior to Junc 30, 2U07, unlcss the term of the
Agrccmcnt is otherWISe ternlmated or cxtcndcd, as provided for in Section H.
Thc time provided to Consultant to complctc thc serviccs rcquircd by this
Agreement shall not affect the City's nght to tenmnate the Ap'ecmcnt, as
pnlVlded for m SectJon 8
1.2 Standard of Performance, Consultant shall perform all scrviccs reqlllred
purSI.l,mt to llus Agreement 111 the manner and according to the standards obscrvcd
bv a competent practitioncr ot the profession in which Consultant is engaged 111
the gcographical arca in which Consultant practiccs its profession. Consultant
shall prcparc all work products rcquircd by this Agrccment in a substantial, first-
.,~..," ~ -~,'~~~-,~~..
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 1 of 15
class manner and shall confonll to the standards of quality normally observed by a
person practicing in Consultant's profess1On.
1.3 Assilmment of Personnel. Consultant shall asslgn ollly competent personnel to
perf(lnll services pursuant to this Agreement. Tn the event that City, m ltS sole
dlscrehon, at any l1me during thc term of this Agreement, desires the
reassignmcnt of any such persons, Consultant shall, lmmediate1y upon rccciving
nol1ce fTOm City of such dcsire of Citv, reasslgn such person or persons.
1.4 Time. Consultant shall dcvotc such time to the perfolTI1ance of servlceS pursuant
to tills t\greement as may bc rcasonably necessarv to meet the standard of
perfonnance provHled m Section I I above and to satisfy Consultant's obligatlOns
hereunder
1.5 Procurement Procedures. Consultant lS reqLLlred to comply with thc
procurement procedures of the Office of Management and Rudget (OMBl
Circular A-ll 0 and A-122 (incorporatcd herein by reference) for the prOCLlTement
of supphes ami SerV1Ces in conncction with activitIes funded under th,S
Agreement.
Section 2. COMPENSATION. City hereby agrccs to pay Consultant a sum not to exceed
I'ive Thousand Dollars ($5,000) notwlthstandmg any contrary indications that may bc contained
in Consultant's proposal, f,)r servICes to bc pcrformed and reimbursable costs mcurred under this
Agreement. In the event of a conflict between this t\greement and Consultant's proposal,
at!achcd as ExhibIt A. Scopc of Scrvi_c_y'? regardmg the amount of compensal1on, the Agrccmcnt
shall prevail. Clty shall pay Consultant for services rendered pursuant to th" Agreement at thc
time and m the manner set forth h~rdn. All cOlllpensatJon IS dependent on re~elpt of CDBG
funds fTOm the COLmty of Alameda. Thc payments specified below shall be the only payments
hom CIty to Consultant for ",rVlces rcndcred pursuant to this Agreement. Consultant shall
submit all lllvmces to City in thc manner specified herem. Except as speLOlfically authorized by
C,ty, Consultant shall not hill City f'lr duplicatLO scrvices pcrformed by more than one person.
Consultant and City acknowledgc and agree that compensatlon pald hy City to Consultant under
this Agreement 1S based upon Consultant's estimated costs of provldmg the servIceS requlrcd
hcrcunder, mcl uding salanes and bcncfits of employees and suhcontractors of Consultant.
Consequently, the parl1es furthcr agree that compensatIOn hereunder IS mtended to Include the
costs of contrihul1ons to any pensIOns and/or annuities to which Consultant and lts employees,
agents, and subcontractors may he ehgibh: City therefore has no responsibIlity for such
contributIOns beyond compensalton required under th,S t\grccment.
2.1 Budl!et. Consultant shall rcqucst compensation consistent with the budget
provided and included as Exhibit B.
2.2 Invoices. Consultant shall suhmlt mVOlces, not more onen than oncc a month
preferably quarterly, during the term of thIS Agreement, hased on the cost Illr
2006
Page 2 of 15
Consulting Serviees Agreement between
City of Dublin and Bay Area Community Services
serVices perf'lTmed and relmhursahlc costs incurred pnor to the 1l1V01CC date.
Invoices shall contaIll the followmg mfoTIJ1ation.
.
Scrial identifications of progress bills; 1.e., Progress Bill No I for the first
lIlvoic:c) etc_;
The begummg and endmg datcs of the billing penod;
A Task SummalY contaIllmg the onginal cuntract amount, the amount of
prior billings, the total due thiS penod, the balancc available under the
Agreemcnt, the pcrcentage of complel1on and what linc itcm is being spent
against per Exhihit B. Bud!!et.
At City's optIOn, for each wurk item in each task, a copy of the applicabk
tune entnes or l1me sheets shall be submitted showmg the name ul tIw
person domg the work, the hours spcnt by each person, a hnef descnption
of the work, and each relmhur~ahle cxpcnsc;
The total numbcr of hours of work perfonned undcr the Agreement by
Consultant and cach cmplovee, agent, and suhcontractor uf Consultant
perfunmng serviccs hcrcunder, as well as " separate nuti~e wh~n the total
numher of hours of work by Consultallt and any mdlvldual employcc,
"gent, or subcontractor of Consultant rcachcs or exceeds SOO hours, whlCh
shall mclude an estimate of the tim~ ncccssary to complete the work
described in Exhibit A. Scope or Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthlv Pavlllcnt. City shall make monthly payments, based OJl mVOlCes
received, for services satisfactorily performed, and Jor authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
comphes with all o !"the requiremcnts above to pay Consultm1t.
2.4 }'inal Pavment. City sh,,1I pay the last invoice due pursuant to this A.greement
wltlun sixty (60) davs "fier complehon of the scrvices and subll1lttal to City of a
final invoice and CDBG CompletIOn Report as requircd by County pursuant to
agreemcnt betwcen City and County of Alameda, signed and datcd May 16,2006
2.5 Total PaVlllent. City shall pay Jor the services to be rendered by Cunsultallt
pursuant to thIs Agreement. City shall not pay allY addItIOnal sum for any
expense or cost whatsoever incurred by Consultant in rcndering services purSLLant
to this Agreement. City shall make no payment lor any extra, further, or
additional service pursuant to tlus Agreement.
In no event shall Consultant submit "ny mvoice for an amount III excess of the
maximum amount of compensation prOVIded above either for a task or for the
cntiTC Agreemcnt, unless the Agreement is modlfi.ed pnor to the submission of
su~b an mVUlCe by a properly executcd challge order or amendment.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 3 of 15
2.6 Payment of Taxes. Consultant IS solely responsibl~ [or the paymcnt of
employment taxes IIlcurred under thIs A,,'Teement and any sImilar federal or state
taxes.
2.7 Payment upon Termination. In thc cvent that the City or Consultant tcrminatcs
thIs A!,'Teement pursuant to SectIOn 8, thc City shall compcnsate the Consultant
I(>r all outstanding costs and relmbursable expenses mClllTed for work
satlsfadorilv completed as (,f the date of wnl1en 11()tlce of tenl1lnahon.
Consultant shall mamtalll adequate logs and tllnesheets III order to venfy costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
scrviccs undcr thc tcrms of this Agrccmcnt during thc pcriod listcd in Section 1.1
Section 3. FACILITIES AND EOUIPMENT. Except as set forth herem, Consultant shall,
at its sole cost and expense, proVIde all facihhes and equIpment that may be ne(;essary to
pcrloml the serVices reqUIred hv tlus Agreement. Citv shall make avaIlable to Consultant only
the facilities and equipment listed in this section, and only under the terms and condItIOns set
forth herem.
CIty shall furnish physical facilitics such as dcsks, filing cabincts, and confcrcncc spacc, as may
bc rcasonably necessary for Consultant's use while (;onsultmg with City employees and
revwwlIlg records and the mfoilllatlOn in posseSSIon of the City The locatIOn, quantity, and tune
of fumlshmg tlIOse facilities shall be in the sole discretion of City ill no event shall City be
obhgated to furnish any facility that may involvc incurring any dircct cxpcnsc, including but not
limited to computer, long-distance telephone or other comrmmicatlOn charges, vehIcles, and
rcproduction facihtles.
Section 4. INSURANCE REOUIREMENTS. Before hegmmng any work under th,S
A!,'Teement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
IIlsurance against claims for injurics to pcrsons or damages to property that may arise from or in
connection with the pcrlormance of the work hcrcundcr by the Consultant and its agcnts,
representativcs, cmployccs, and subcontractors. Consultant shall providc proofsatistactory to
Citv of such msurance that meets the reqlllremenls of thlS Se(;tHl11 and under forms of II1SlLfance
satis[actory m all respects to the City Consultant shall mamtalll the msurance pOhCleS reqlllred
by this SedHl11 throughout the tenll of tillS Agreement. The cost of such ll1surance shall he
induded m the Consultant's h,d. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance requircd hcrcin for the
subcontractor(s) and proVIded eVIdence thereof to City Venli~atlOn of the requlred lTlSurallce
shall be submllled and made part (,fth,s Agreement pTlor to exe(;UllOn.
4.1 Workcrs' Compensation. Consultant shall, at its sole cost and expense,
maintain StalLLtory Workers Compensation Insurancl and Employer's Liability
Insurance lor any and all persons employed diredly or indITedly by Consultant.
The Statutory Workers' CompensatIon Insurance and Employer's 1,lahihty
Consulting Services Agreement belween
City of Dublin and Bay Area Community Services
2006
Page 4 of 15
Insurance shall be provIded wIth 11lUJts of not less than ONE MILLlON
DOLLARS ($1,000,00000) pcr accidcnt. In the altcrnatIve, Consulta.nt may rely
on a self-lllsuran<;e program to meet those requiremcnts, but only if the program
of se1f.insurance comphes fully with the proV1SlOnS of the Cahfomia Labor Codc.
Determination of whethcr a self-insurance program meets the standards of the
Labor Code shall bc solc1v in thc discretion of the Contract Admmlstrator The
insurcr, if insurancc is providcd, or thc Consultant, if a program of self-msurance
is provIded, shall wmve all nghts of subrogation against the City and its officers,
officmls, employees, and v(llLLnteers for loss arising tram work pcrformed under
thIS Agreement.
An endorsement shall state that coverage shall not bc cancelcd cxcept after t1nrty
(30) days' prior written nol1ce by certificd mail, rcturn rcceipt requested, to the
City Consultant shall notify City within 14 days of notificatlOn from
Consultant's insurer Ifsuch coverage is suspcndcd, void cd or reduced in coverage
or m hmIls.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General reyuirements. Comultant, at its own cost and cxpcnse, shall
mamtmn commerclal general and aLLtomohile hahility insurancc for thc
term of this Agreement m an amount not less than ONE MILLlON
DOLLARS ($1,000,000 (0) per occunence, comhmed smg1c limit
coveragc tor risks associatcd with the work contemplated hy thIS
Agreement. If a Commercial Gcncral Liability Insurance or an
f\.LLlomohile LJahlhty form or other form WIth a gencral aggrcgatc limit is
used, eIther the general aggregate lImIt shall apply separately to the work
to bc pcrlomled under this Agrccmcnt or thc gencral aggregate lnmt shalJ
he at leasl tWIce the reqLLned O<;CLLnenCe hmit. SLLch covcrage shall
mc1LLde hLLl shall nol be hmlled to, protecl1on against claims arising from
bodily and personal mJury, mcluding dcath rcsulting therefrom, and
damage to properly resultlllg ITom activitic:s contcmplatcd under thIS
Agreement, lllcludmg the use of owned and non-owned aLLtomobilcs.
4.2.2 Minimum scope of coveraee. CommercIal general <;overage shall he at
least as hroad as Insurance Services Officc Commercial Gcneral LIabilIty
occunence fonn CG OllOI (ed. IlIR81 or Insurance Servlces Officc form
number GL 0002 (cd. 1/73) covering comprehensIve General Llahihty and
Insurancc SCTViccs Officc form number GL 0404 covenng Broad Fornl
Comprchunsive CTuneral Liahility Automobile coverage shall be at least
as hroad as Insurance Servlces Office Automohile Liahility form CA 0001
(ed. 12/9ll) Code 8 and 9 ("any auto"). No endorsement shall bc attachcd
limiting thc covcragc.
2006
Page 5 of 15
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
4.2.3 Additionall"cuuircrnents. Ea~h or the IlJllowing shall bc included III the
insurance coverage or added as an endorsementt" the polley-
a. City and its officers, employees, agents, and vollmteers shall he
~overcd as additional insureds wIth respect to each of the
followmg: hahility arising out of activities perfomled by or on
hehalf of Consultant, mcluding thc insured's general supervision of
Consultant; products and completed opcrations of Consultant;
prcmiscs owned, occupied, or used hy Consultanl, and automohiles
owned, leased, or uscd by thc Consultant. The coverage shall
con tam no spe~lal limItatIOns on the scopc of protcction afforded
to City or Its offk,;rs, employccs, agents, or volunteers.
b The IIlsurance shall cover on an occurrence or an accidcnt basis,
and not on a claIms-made hasls.
c. An cndorsement must state that coverage IS pnmary mSLlranCe with
respect to thc City and its officers, officIals, employees and
voilmteers, and thaI no insurancc or sc1t:insurancc maintained by
the City shall he called upon to ~ontributc to a loss under the
coverage.
d. Any failure of CONSULT ANT to comply wllh reporting
prOVIsions of thc policy shall not affect coverage provuled to CTTY
and Its officers, employecs, agcnts, and voluntecrs.
e. An cndorscmcnt shall state that coverage shall not he canceled
exc"1>1 after thirty (30) days' prior written notice bv certIfied mail,
return reccipt rcqucstcd, has been given to the City ConsLlllanl
shall notify City within 14 days of notl ficallOn from Consllllant S
mSLlrer d' such covcragc is suspended, vOIded or reduced m
~overage or in limits.
4.3 Pwfcssional Liability Insurance. ConsLlllanl, at its own cost and cxpcnse, shall
maintain for the pcriod covered by tlns Agreement profesS1Onal hahihty mSLlranCC
for hcensed profess1Onals pcrJorming work pursuant to tlllS Agreement m an
amount not less than ONE MTLLION DOLLARS ($1,000,000) covenng the
licensed prOfeSSlonals' errors and omlssions.
4.3 1 Any dcductiblc or self"insured retentlon shall not exceed $150,000 pcr
claim.
4.3.2 An cndorscmcnt shall state that coverage shall not he suspended, voidcd,
~anceled hy elther party, rcduccd in covcragc or in lilmts, except after
Consulling Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 6 of 15
thirty (30) days' pnor wnllen noticc by certified mail, retum reccipt
requested, has been gJVen to the City_
4.3.3 The policy must contain a cross liability or severahility ofmterest clause.
4.3.4 The followmg proVISIOns shall apply if the professional liability coverages
are wntten on a clalms-made fonn
a. The retroactivc datc of the policy must he shown and must be
he fore the date ofthe Agrccmcnt.
b. Insurance must be mamtamed and evidencc of insurance must he
provided for at least five years after completIOn of thc Agreement
or the work, so long as commercmlly available at rcasonable rates.
c If covcrage is canceled or not renewed and It IS not replac<;d with
another clalms-made policy form with a retroactive date that
preeedes the date of th" Agreement, Consultant must provIde
extended reporting coverage for a mmimum of fivc years after
completion of the Agreement or the work. The City shall have the
right to excrcise, at the Consultant's sole cost and expens<;, any
extcndcd reporting provisions of the pohcy, If the Consultant
<;an<;els or docs not rcnew the coverage.
d. ^ copy of the claim reportmg requIrements must he submitted to
the City pnor to thc commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of iusurers. All insurance req Ulred by tlllS section is to be
placcd with insurers with a Bests' ratlllg of no less than A.VlT.
4.4.2 Verification of coveral!:e. Prior to hcginning any work under thIS
Agreement, Consultant shall funJ"h City with ccrtificatcs of insurance alJd
with original endorsements effechng coverage rcqllircd hcrein. The
ccrtificatcs and endorsements for each \IJsurance pollcy are to be signcd by
a p,,>rson authorizcd by that insurer to bllld coverage on 1\s behalf. The
City reserveS the right to requirc complete, certified copies of all reqUIred
lIlsurance pohcles, at any hme.
4.43 Subcontractors. Consultant shan include all subcontl'actors as msureds
under its policIes or shall fUll]]Sh separate cerh ficates and cndorsements
for each subcontl'actor All coverages for suhlxmtractors shall be subject
to all of thc requirements stated herem,
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 7 of 15
4.4.4 Variation. The City may approve a variation in the foregOlng msuTance
requirements, upon a detenmnatiun that the coverages. scope, Illmts, and
fonns of such msurance are eIther nut cummcrcially available, or that the
City's interests are otherwIse fldly protected.
4.4.5 Dcductibles and Self-Insured Retentions. Consultant shall disclose to
and obtam the approval of City for thc self-insurcd retentions and
deductibles before begmnmg any of the servlccs or work callcd for by any
term of this Agreement.
DUTlng thc period covercd by this Agreement, only upon the pnur exprcss
Writtlc'll authorization of Contract Admmlstrator, ('onslLltant may incrcase
such deductibles or self-insured retentIOns with respect to City, Its officcrs,
employees, agents, and voluntecrs. The Contract AdnuI1lstrator may
condition approval of an mcrease m deductible or sell~insured retentlon
levels with a requirement that Consultant procure a bund, guaranteeing
payment of losses and related mveshgatlOns, claim administration, and
defense cxpcnscs that is satisfactory 111 all respects to each orthem.
4.4.6 Notice of Rednction in Covcral!c. In the event that any covcragc
reqUIred by this section is reduced, limited, or mate1l<llly affected in any
other Ill<Umer, ConslLltant shall providc written notice to City at
Consultant's carlicst possible opportumt.y and m no case later than fivc
days after Consultant IS notillcd ofthe change in coverage.
4.5 Remcdies. In addlhon to any other remedies City may havc if Consultant falls to
provide or maintain any insurance pohcles or policy elldurscmcnts to the extent
and within the time herein reqUIred, City may, at ItS sole option cxercise any of
the following remedies, whIch are altemal1ves tu uthcr rcmcdics City mav have
and arc not the exclusive remedy for Consultant' R hreach.
.
Ohtam such mSurance and deduct and retain the amount of the premlUms for
such msurance from any SumS due LInder thc Agreement;
.
Order Consultant to stop work under this Agreemcnt or withhold any pavment
that becomes due to Consultant hereunder, or huth stop wurk and withhold
any payment, until Consultant. demonstrates compliance WIth the rcquirements
hereof, and/or
.
Terminatc this Agrcement.
Scction 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shaUmdemlllfy, defend WIth counsel seledcd by the City, and hold hannless the CIty
and Its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 8 of 15
hahility, damls, suits, actions, damages, and causes of achon arising out of any personal lllJLLTY,
bodily l11J~lry, loss of hfe, or damagc to property, or any VlOlatlOn of any fcderal, state, or
municIpal law or ordinance, to the extent causcd, in whole or Il1 part, hy the willful misconduct
or negligent acts or omISSIOns of Consultant or its cmployees, subcontractors, or agents, hy acts
f()]- whlch they ~ould bc held strictly liable, or hy the quality or character of their work_ The
foregoll1g obhgahon of Consultant shall not apply when (1) the mJury, loss of lifc, damage to
propcrty, or violation of law anses wholly from the ncgligence or willful Ifllsconduct of the City
or its oHiccrs, emplovees, agents, or volunteers and (2) the actions of Consultant or its
employccs, subcontractor, or agents have contributed in no part to the injury, loss of hfe, damage
to property, or violation of law It is understood that the duty of Consultant to indemmfy and
hold hannless mdudes the duty to dcfend as set forth m SectlOn 2778 of the California CivIl
Code. Acceptance hy City 01 insurance certificates and end(lrsements requircd under tins
Agreement does not reheve Consultant from liability under thIs indemnification and hold
harmless clause. TIns Il1demmficatlOn and hold harmkss clause shall apply to any damagcs or
claims for damages whether or not such lllSUrance pohcics shall have been determllled to apply
By cxccution of this Agreement, Consultant a~knowledges and agrees to tile provlSlOns of thIs
Section and that it is a matcrial clement of consIderatlOn_
In tbe event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under thIs Agreement IS delennmed by a court of competent J unsdlctlOn or the
California Public Employees RetIrement System (PERS) to bc eligible for enrollment m PERS as
an employcc of City, Consultant shall Il1demlllfy, defend, and hold hanllless City for the
payment of" any employce and/or cmployer contributIons for PERS bencfits on behalf of
Consultant or ItS employees, agents, or subcontractors, as well as for the paymcnt of any
penaltIes and mterest on such contributions, which would otherwise be the responsihihty of City
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times dUl1ng the tem1 of" thIs Agreement,
Consultant shall he an llldependent contractor and shall not he an employee 01
City City shall have the nghl to control Consultant only insofar as the results or
Consultant's services rendered pursuant to this Agrecment and aSSIgnment of
personnel pursuant to Subparagraph 1 3, however, othcrwise City shall not have
thc right to control the means hy whIch Consultant accomplishes servIces
fL'ndered pursuant to this Agreement. NotwIthslandmg any othcr City, state, or
federal pohcy, mle, regulahon, law, or ordinance to tbe contrary, Consultant and
anv of Its employees, agents, and suhcontractors providing servIces under thIs
Agreement shall not quahfy for or become entitled to, and hereby agree to WalVe
any and all claims to, any eompcnsation, benefit, or any incident of employment
by City, mcluding hut not lmllted to ehgibility to enroll m the Cahfomla Puhlic
Employees Retirement System (PERS) as an employcc of City and entltlenlent to
any contribution to be paid by City for employer contributions and/or emplovee
contributions for PERS bencfits.
Consulting SRrvices Agreement between
City of Dublin and Bay Area Community Services
2006
Page 9 of 15
b.2
Consultant No Al1:ent. Except as CIty may specify in wnting, Consultant shall
have no authonly, express or lmphed, to act on behalf of City in any capacity
whalsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to tlus Agreement to bind City to any obligatIOn whatsoever
Section 7.
LEGAL REQUIREMENTS.
7.1 Guverninl!" Law. The laws of the State of California shal1 govern this
Agreement.
7.2 Compliance with Applicable Laws. Consullanl and any suhcontractors shall
comply with all laws applicable to the performance of the work hereunder
7.3 Other Guvernmental Rel!"ulations. To the extent that this Agreement may be
funded by fiscal assIStance fj-om another governmental entity, Consultant and any
subcontractors shall comply with all applicable mlcs and rcgulahons to which
City IS bound by the terms of such fiscal assistance program.
Without limitmg the generality of the foregomg, Consultant and any
subcontractors shal1 comply WIth the Commuml, Development Block Grant
AdditlOllal Terms and CondJtJons attached hereto as Exhibit C
74 Licenses and Permits. Consultant represents and 'Warranls lo Cily lhal
Consultant and its employees, agents, and any subconlractors have all hcenses,
permits, qualifications, and approvals of whatsoever nature that are legally
re!jll1red to practIce their respectJve professions. Consultant represents and
'Warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in errect at '111 hmes dunng the lerm of
this Agreement any licenses, petTl11ts, and approvals lhal aTe legaily requIred to
practice thdr respective profesmons. Tn additlOn to the foregoUlg, Consultant and
any subcontractors shal1 ohlam and mamtam during the term of this Agreement
valid Busmess LIcenses from City
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the haSIS of a person's race, religion, color, nahonal origm, age, phYSIcal or
mental handicap or disability, medical eondltlOn, mantal statLtS, sex, or sexual
orientation, against any employee, apphcant for employment, subcontractor,
hidder fllr a suhcontract, or partIcIpant m, recipient of, or applicant for any
servIces or programs provided by Consultant under this Agreement Consultant
shall comply with all applicable lederal, state, and local laws, pohcles, rules, and
requirements related to equal opportumty and nondiscnmmallOll III employment,
contracting, and the provlSlOn of any services that are the subj eet of this
A. greement, mcludmg but not limited to the satis1action of any positive
ohhgatlOns required of Consultant thereby
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page10of15
Consult,mt shall melude the provISIons of thIs Subsection III any subcontract
approved by the Contract Admmlstrator or thIs Agreement
Section ll.
TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any lime and wIthout cause
upon written notificatIOn to Consultant.
Consultant may cancel lhls Agreement upon thirty days' written notice to City
and shallmelude m such nohce the reasons for cancellahon.
in the event of termination, Consultant shall be entItled to compensatlOn for
serV1Ces perfonned to the etTcetive date of termination; City, however, may
cond,1IOn payment of such compensation upon Consultant delivering to City an,
or all docurnellts, photographs, computer software, video and audio tapes, and
other rnatenals provided to Consultant or prcpared by or for Consultant or the
Cily 111 eonnechon wlth thIS A.greement
1l.2 Extension. City may, in its sole and exclusIve discrehon, extend the end date of
this Agreement beyond that provided for in Subsection 1 1 Any such extenslon
shall reljull'e a wntten amendment 10 th,S Agreement, as provided for hercin.
Consultant understands and agrees that, If City grants such an extensIOn, City
shall have no obligation to provide Consultant wIth compensatIon beyond the
maximum amount provided for in this Agreement. Smlilarly, unless authorized
by the Contract Administrator, City shall have no obl1gatlOn to remlhurse
Consultant ror any otherwlse re1111bLLrsable expenses incurrcd during the extension
penod.
8.3 Amendments. The parties may amend this Agrcement only by a wntmg SIgned
by all the parlles.
8.4 Assil!"nment and Subcuntractinl!. City and Consultallt reeof,'l1ize and agrcc that
thIS Agreement contemplates personal performance hy Consultant and is based
upon a detemlination of Consultant's ulUque personal competence, expenenee,
and spccialized personal knowledge. Moreover, a substantial mducement to City
tor entering into this Agrecmcnt was and is the professIOnal reputatIon and
competence of Consultant Consultant may not assign this Agreement or any
mterest therem without the pnor wntten approval of the Contrad Administrator
Consultant shall not subcontract any portion of the performance contemplated and
provldcd {ur herein, other than to tbc subcontractors noted in the proposal,
wlthout pnor wnllen approval orthe Contrad Admmistrator
1l.5 Survival. All obligations arising prior to the termination of this Agreement and
all proVJSIOnS of th,S Agreement allocating liability between City and Consultant
shall surVive the temunatJon of llus Agreement
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 11 of 15
S.b Options upon Breach hv Consultant. If Consultant matenally breaches allY of
lhe temlS oftllls .'\.greement, City's renledws sball included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retmn the plans, speeif1catlOns, drawings, reports, design documents, and
any other work prodLlct prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described 1lJ Exhibit A
not llnished by Consultant; or
S.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the tune of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Sectiun 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studIes, surveys, photographs, memoranda, plans, studies,
speCIficatIOns, records, files, or any olher documents or materials, in cleetronic or
any other fonn, that Consultant prepares or ohlams pursuant to th,S AgreE,'lllcnt
and that relate to the matters covered hereunder shall be the property of the City
It is understood and agreed that the documents lild other materials, includlllg but
not limited to those described above, prepared pursuant to Hns Agreement are
prepared specifically for the City and are not necessan Iy sUItable for any future or
other use. City and Consultant agree that, untIl final approval by C,ly, all data,
plans, specifications, reports and other dOCLlments are confidential and will not be
released to third parties without prior wntten consent ofhoth partIes.
Consultant shall be responsible tor maintaining all records pertainmg to thIs
Agreement, mcluding suheontraets and expenditures, lild all other financial and
property records m confomlanee wltb OB cIrcular A-IIO Upon request,
consultant shall deliver lilY required records or documents to the City wlthin a
reasonable amount oftimc.
9.2 Coosu ltaoCs Bouks and Records. Consultant shall maintain any and all ledgers,
books of account, lllVOlces, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expen(htures and
dIsbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer pellod re(jUlred by law, from the date (lr final payment
to thc Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 12 of 15
9.3 Inspection and Audit of Records. Any records or documents that Sechon 9.2 of
this Agreem~nt relluires Consultant to maintain shall be made availahle for
mspectlOn, audit, and/or cOPYl11g at any time during regular business hours, upon
ora.1 or wntten request of the Clty Under Cali lurn13 Government Code SectIOn
R546 7, if the amount of puhhc funds expended under tbis Agreement cxcceds
TEN THOUSAND DOLLARS (SIO,OllO 00), the I\.greement shall be subject to
the cxamination and audit of the State AudItor, at the request of City or 'IS part or
any audit or the City, fllr a period of thrce (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any actIon, mcludmg an
action lor declaratory relief, to enforcc or interpret the prOVISJOll of this
Agreement, the prevailing party shall bc cntitled to reasonable attorneys' fees m
addltlOn to any other relier to whleb that party may be entitled. The court may set
such fees in tlle same actIOn or III a separate actIOn brought fl.>r that purpose.
10.2 Venue. Tn the event that either party brings any action against the otller under
thIS I\.greement, the partIes agree that trml of such action shall be vested
exclusIvely m the stale courts of Cahforma m the COllllty of Alameda or in the
Umted States Dlstnct Court Norlhern Dlstnet o[Californla.
10.3 Severability. If a court of competent jurisdictIOn finds or rules thal any proVJSlOn
of' thIS Agreement IS mvalid, void, or unenforceable, the provisions of tlllS
Agreement not so adjudged shall remaIlllll full force and effect. The mvalidity in
whole or in part of any provision of this Agreement shall not vOId or affect the
validity of any other provision oftrus Agreement.
10.4 No Implied Waiver of' Breach. The waiver of any breach ofa spccific provision
ot tbls Agreement does not constitute a waiver of any othcr breach of that tenn or
any other tenn ofthls Agreement.
10.5 Successors aud Assl1!ns. The provisions of thiS Agreement shall lDure to the
benclit oj and shall apply to and bind the successors and assigns of the partIes.
10.6 Use of Rccvcled Products. Consultant shall prepare and submIt all reports,
wntten studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clIents, but none whose
actlvllles Wlthm lhe corporate hmlls of City or whose business, rcgardless of
locatlOn, would place ConsUlt,lllt m a "conllle! ormterest," as that tcrm is defincd
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 13 of 15
in the Political Refonn Act, c,)(hfied at CaliJumia Government Code SectlOn
81000 el seq
Consultant shall not employ any City officIal In the work performed pursuant to
thiS Agreement. No ofliccr or employee of City shall have any financial intcrest
in thiS Agreement that would violate California Government Code Sechons 1090
el seq
Consultant hereby warrants that it is not now, nor has It heen m the previous
twelve (121 months, an employee, agent, appointee, or offiCIal of the City Tf
Consultant was an employee, agent, appointee, or offiCIal of the City III the
preVIOUS twelve months, Consultant warrants that it did not partlclpate In any
manner in the fonmng of this
Agreement. Consultant understands that, if this Agreement IS made in vwlatwn
or Government Code ~ 1090 et.seq , the enl1re Agreement is void and Consultant
will not he entitled to any compensation for services perfomled pursuant to this
Agreement, Includmg remlburs~mcnt of expenses, and Consultant will be
required to reimhurse the City fur any sums paid to the Consultant. Consultant
understands that, m additwn to the foregoing, it may be subject to cnmmal
prosecution for a violation of Government Code ~ 1090 and, if applicable, will be
disqualified from holding public offi~e 111 the State of California.
10.11 Solicitation. Consultant agrees not to sohclt busmess at any meeting, focus
group, or interview related to thIS Agreement, either orally or tln'ough any written
materi.als.
10.'1 Contract Administration. 'This Agreement shall be admll11stered by the
Commumty Development Director or his designee ("Contract Admmistrator").
A II correspondence shall be directed to or through the Contract AdminIstrator or
hIS or her deslgllee.
10.10 Notices. Any wntten notJ~e to ConsLLltant shall be sent to
Bay Area Community Services
LIsa Elfand, PhD, Pr06'Tam Director
3900 Valley Avenue #B
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Community Development Director
City ofDuhlin
100 CiVIc Plaza
Duhlm, C" 94568
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 14 of 15
!/l.11 Intcl!"ration. TIllS ,\grCtlllcnt. including: the ~"ope 01 work attached
hereto and incorporated herein as Exhibit A. the budget 8fta"hecl herein
and Incorporated herein us E"hibit H. and the COl1lmUnlty [Jevelopment
Rl""k Grant Additional Terms and ConditHl11s as Exhibit C represents Ihe
entire and integnttee! agreement between City and Conslllt,mt ,me!
supersedes all prior negotiatiuns, representations, or agreements, either
wn tten or oral.
~J.h4A){
,met Lod;]1aJi, M"yur
Ray I\rca Community Services
(1/ ,,'1.-1, {L~
~~.~~_..,--,_._-------_..,._._-
Elit,ar;eth Prince. MFT
ProL':ram Dire<;tor
CITY UF Dl TBLlN
Attest:
~~\\~,~L
,Iwn Hobmm, 'ity Clerk
Approved as to Form.
G '(' .~ /" '-,)X \
,.... ,/ ~,,JI.''''{'''-z!. 1._
, ",.,.--'L
Elizabeth H. E>ilver, City Attorney
EXHIBIT A
,,",
.."....,~'._.:..---o-~._., ,..,., .-....-....-
.__..._~_..............-""._.."
~" ,,","
SCOPE OF SERVICES
V alley Creative Living Center is a community based day program
serving adults with psychiatric disabilities. Th~ program is open
Tuesday, Wednesday, and Thursday providing social, educational and
prevocational activities. The program provides needed strncture and
support to assist these individuals in their recovery and reintegrate
into the community through paid or volunteer jobs and school.
Benchmarks:
1. Serve a minimum of9 very low and low income Dublin residents with
psychIatric disabilities
2. Provide ongoing rebabilitmion services three days p~r week, year
round
3. Assist and support 9 Dublin residents and their families, when
appropriate, understand mental illness and prevent unnecessary
hOspitdimtions.
-----..._---_......--........._.._..._--........._------............_--..----------~~-.....-_---
ConsultiJlg: Services Agreement ~een
City of Dublin and Bay .Area Community Services
2006.2007
Page 1 of Exhibit A
r-,1=.lnQ,tI)f1flQ "T'J!!:" 1~ r:'7 rT.....M~.. ~I..... ".......""~ ~..... ...
EXHIBIT B . BUDGET
:ji;~::~:~~~~~',~iif;~ifi:1:'I,,,:~:;;;'>",~,j ~I:~:~
~f'i~~,:,Vj :,~,,; ';I~l! .,\\.~)"<"'W'~~~^' '~"~"~ ~' '1" ~~
,C
"
Description
VALLEY CLC
MIlS
VALLEY CLC
DUBLIN FUNDING
Govt Contl'llcts/MHS Alameda County 144.560
Dublin. City of 5,000 5,000
Livermore, City of 4,500
Plellsanton, Ci,ty of (CDBG) 10,000
Pl108Sanlon, City of (Gen Fund) 5,500
.~*******.****~**...*..w**~*.~*.*....**.**ft..* --- ---
TOTAL REVENUE 169,560 5,000
EXPENSE
Program Director (1 m 56,1l0l@60% 33,666
Sur Mental Health Wkr (1 FTE 34,738)@6ct% :0,843 6,000
Snr Mental Henltb Wkr (1 m 30,007)@60% 18,004
TotalSalarjes 72,513 5,000
Fringe Benefits 2ct,737 0
...........----..-
rOlal Salaries and Benefit 93,250 5,000
---
Contraeled Services 1,200 0
Supplies I,SOO 0
Telephone 2,000 0
postage 200 0
Occupancy 34,920 0
Eqnipment 1,550 0
Printing & Publication. 500 0
Tran.portlltlon 3,200 0
Conference. 780 0
Insurance 1,650 0
Other 50 0
TOllll Operating Expenses 47,850 0
Tollll Salary and Operating Expenses
141,100
5,000
Allocate Salary and OperatinJ;: E:>:penses
13,910
o
Indirect Cost (revenue)@ 9.00
13,950
o
Total EXPENSES
168,960
5,000
600
o
Consulting Services AGreement between
City of Dublin Bay Area Community Services
2006
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
,\DDTTlONAL TERMS AND CONDTlONS
PROGRAM MO!':HIQRING AND EV ALUATION
A. Contractor shall be; monitored and evalualed m tern-IS of its ctfectiveness and
timely compliance with the provisions of tlllS A,,'fe<,ment and the effective and
efficient aclllevement of the Program ObjectIves.
B Contractor must undertake contllluous quantitative and quahtallve evaluatIOn of
thc Scope of ServIces as speeillcd in this Agreement and shall make quartcrly
written reports to City
The lILLUrterly written reports s\lalll1ldude, but shall not bc limited to tile
followmg data elements:
a. Title of program, listing of components, descriptIOn of
acti VitI esl operatl onS.
b Serviec area (I.e., cItywIde, etc., including applicable census
tracts) .
c. Goals - the proJected goals, indicated nllmencally, and also the
goals achIeved (for each report period). In additIon, Identi ry by
pcrccntage and descnptHl11, the progress achieved towards meetmg
the specified goals; additIOnally, Identify any problems
encountered in meeting goals.
d. Beneficlanes - provIde the following:
i) total number of chrect heneficlllrics.
i,) Pcrecnt of total Dumher of (hred benciiciaries who are:
Low and moderate mcome
Low income
American Indian or Alaska NatIVe
ASIan
Black or Afncall Amencan
Native Hawaiian or Other PacIfic Islander
\\.'hlte
Amencan Tndlan or '\laska Native alld Wlllte
Asian and WhIte
Black or Afncan Amencall and WhIte
Consulting Services Agreement between
City of Dublin and Bay Area Community ServicesPage 1 of Exhibit
2006
American Indian or Alaska Nal1ve and Black or
Afncan i\mencan
Other (mdivlduals who are not included above)
Hispanic (ethnieity category that cuts across all
races; If used, a race identified above must also be
IdentIfied)
Female Headed Households
e. Other data as required by City
2. The quarterly report shall be due on the fiticenth day of the month
11l111lCdiatcly following the report quarter, ex(;ept Jor the end of the
program year report which is due withm thirty days.
C The City shall have ultimate responsibility for overall project monitoring and
evalLlahon, to assist Contractor in complying with the scope and contents of this
Agreement, and to provid(; management informatJon that will assIst the City's
po!Jey and declSion-makmg and managers.
D The Contractor shall Jollow audit requirements of the Smgle Audit Act and OMB
Circular A-I28
2. P.B-QQRAl'4.JNs:.DME
A. Program income shall be recorded as part ofthe financlal transactions of the grant
program and disbursed in accordance with OMB CIrcular A-IIO, with prior
approval or consent of City
B. Program income received by Contractor shall he retumed to City for future
apphcal10n to L;hgib1c projects.
C Program mcome from Urban City-funded activities undeltaken hy or wJthm an
UrhaJl City JLLnsdicllOn that thercalkr terminates its pmtlcipatlOn m the Urban
City, shall contlllue to he program mcome orthe Urban City
3 UNTFORM ADMTNTSTRATlVE REQlJlREMLNIS
Contractor shall comply WIth Umform i\dmmistrahve Requirements as descrihed 11l
Federal RegulatIOns, Section 570.502 as app!Jcable to govemmL;ntal entities.
4 REUGTOUS ACTIVITY PROHIBITION
There shall he no religious worship. insli'uctlOn, or proselyl1>eation as part of, or m
conneclion wllh the perfonllance of thIS Agreement.
2006
Consulting Services Agreement between
City of Dublin and Bay Area Community ServicesPage 2 of Exhibit
5 REVERS TON OF ASSliIS.
A. Upon the expJratHlll or this Agreement, Contractor shall transfer 10 City any
CDBG funds on hand at time of explrahon and any accounls receivable
attributable to the use of CDBG funds.
H Real property in excess of $25,000, obtained In whole or in part with CDBG
funds must be used to meet one of tbe national obJecl1ves for a minimum of five
ycars after the eXPlration of this Agreement or disposed of1l1 a manner that results
m City being reimbursed at fair market value less valuG attributable to non-CDBG
expendltures.
6. OTHER PROGRAMBJIOUlRhMENTS
Contractor certrfies that it will carry out each activity in compliancc with all Federal laws
and regulatlOlls described in 24 CFR, Part 570, Sub-palt K (570.600-570-bI2) and relates
to a) Equal Employment Opportumty Pradl~es Provisions, hi Fair Housing, c) Labor
Standards, d\ EnvIronmental Standards, 3) Nahonal Flood Insur,ll1ce Pro2Tam, f)
RelocatIon and Acquisition, g) Employment and Contrad1l1g Opportunities, h) Lead-
based paint, I) lTse orDebarred, Suspended or Tncligible Contradors or Sub-recipIents, J I
Uniform Adnl\mstrahve Requircments and Cost Principals, k\ ConflIct or Interest, and 1\
Displacement.
7 BILINGlI~L ASSITANCE
Contractor will provide bilmgual pro ressional staff as needed to serve its clients.
8. COMPLIANCE WiTH FEDERAL REGULATTONS
Contractor's administratIve procedures must he m compliance wIth the lollowing
regulatlOns:
A. OMB Circular A-122, Cost Pnnclples for Non-Profit Organizations.
B. OMB Circular A-110, Uniform Adnnmstrative ReqUirements for Grant and Other
Agreements with Tnshlul10ns of Higher EducatlOn, Hospitals and Other Non-
ProJlt Organizations.
C Parab'1'aph (b) of Section 570.502 o! sub-part J of 24 CFR 85, Common RLLle 01
LTmfo1ll1 Administrative Reqtllrements 1'01' Grants and Cooperative Agreements
with State and Local Governments.
D Section 4411 or 24 l'FR Part 44 (Non-Federal Government ALLdit ReqUlremenls),
Common Rule of TJmf()lTh Administratlve Requirements for Grants and
Coopcrative Agreements wIth State and Local Govemments
Consulting Services Agreement between
City of Dublin and Bay Area Community ServieesPage 3 of Exhibit
2006
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
Community Resourecs for Independent LlYmg (C.R.LL.)
THIS AGREEMENT for consultmg services is madc by and between the City of Dublin
("City") and Community Resources for Independent Living (C.R.LL.) ("Consultant") as of May
16,2006.
REClT ALS
1 The County of Alameda has entercd into a Grant Agreement with the United
States Department of Housing and Urban Development ("BUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the COlmty of Alameda, to be dated
July I, 2006, whereby eerlam Community DevelopmCllt Block Grant ("CDGB") grant funds
received by tbe County are dIstributed to the City for use 10 Commumty Development Block
Grant Programs and eligible activities ("CDBG Programs").
3 Consultant desires to perfornl servlces, described in Exhibit A to tbls Agreement,
that are CDBG Programs.
4 City desires that such services be performed by Consultant, and Consultant
Agrees to render such serviccs, as more parllcularly set forth in this Agreement.
NOW, THEREFORE, in eonsideratioll of the mutual promises hereinaftcr made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set fortb m thIs Agreement,
Consultant shall provide to City the services described in tbe Scope of Work attached as Exhibit
A at thc timc and place and in the manner specified therem. In the event of a eontlict in Or
inconsistency between the tenns ofthis Agrecment and Exhibit A, the Agreemcnt shall prevaiL
1.1 Term of Services. The term of this AgrcemCllt shall beg10 on July I, 2006 and
shall end on June 30, 2007 Consultant shall complete the work described in
Exhihit A. Scope of Services prior to June 30, 2007, unless the term of the
Agreement IS otherwise terminated or extended, as provided for in Seehon 8.
The lime providcd to Consultant to complete the services reqtllred by this
Agreement shall not affect the City's right to ternlinate the Agreement, as
provided j(lr III Seclion 8
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to tJllS Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant IS engaged in
the geographical area in which Consultant praeticcs its professIOn. Consultant
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 1 of 15
shall prepare all work products requITed by this Agreement in a substantial, first-
class manner and shall confornl to the standards of quahty nomlally observed by a
person praehcmg in Consultant's profession.
1.3 Assienment of Personnel. Consultant sball assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any bme duung the term of this Agreement, deS1res the
reassIgnment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shaH devote such hme to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provlded m Section I I above and to satisfy Consultant's obligations
bereunder
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedurcs of the Office of Management and Budget (OMB)
Circular A-I 10 and A-122 (incorporated herem by reference) for the proeurcment
of supplics and services in connectlOn WIth activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby at,'fees to pay Consultant a sum not to execcd
Ten Thousand Threc Hundred Dollars ($10,300) notwllhstandmg any contrary indications that
may be contained in Consultant's proposal, for services to be performcd and reimbursable costs
incurred under thIs Agreement. In the event of a conflict between th,S Agreement and
Consultant's proposal, attached as Exhibit A, Scope of ServIces regarding the amount of
eompensatlOn, the Agreement shall prevail. City shall pay Consultant for services rendcrcd
pursuant to this Agreement at the time and in the manner set forth herein. All compensation is
dependent on receipt of CDBG funds from the County of Alameda. The payments speCIfied
below shall be the only payments from City to Consultant for services rendered pursuant to this
Agreement. Consultant shall submit all invoices to City in the manner specified herem. Except
as specifically authouzed by City, Consultant shall not bill City for duplicaie servIces performed
by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
th,S Agreement is based upon Consultant's estimated costs of providing the services reqUlred
hereunder, including salanes and benefits of employccs and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder 18 l1liended to include the
costs of contributions to any pensions and/or annuihes to whIch Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Bud2et. Cunsultant shall request compensation consistent with the budget
proVIded and mcluded as Exhibit B.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 2 of 15
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, dUnng the ten11 of this Agreement, based on the cost for
servIces performed and relmhursahle costs incurred prior to the lllVOlCe date.
Invoices shall contain the following information.
.
Serial identifications of progrcss bills; i.e., Progress Bill No. I for the first
Illvoiee, etc.;
The beglllnmg and endmg dates of the billing penod,
A Task Summary containing the origmal contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
agam~t per Exhibit B. Budl1:et.
At City's option, for each work item III each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total numbcr of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performmg servIces hereunder, as well as a separate nOllce when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described 111 Exbibit A. Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthlv Payment. City shall make monthly payments, based on invoices
receIved, for serVlce~ satisfactorily performed, and for authonzed reimhursable
costs incurred. City shall have 45 days from the receIpt of an ll1voice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoiec due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final mVOlCe and CDBG Complehon Report as reqUIred by County pursuant to
agreement between City ami County of Alameda, SIgned and dated May 16,2006.
2.5 Total Payment. City shall pay for the services to be rcndered by Consultant
pursuant to thIS Agreement. CIty shall not pay any addihonal sum for any
expense or cost whatsoever mcurred by Consultant m rendenng servIces pursuant
to thIS Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
Tn no evenl shall Consultanl subnut any lllVOlCe for an amount m excess of the
maximum amount of eompcnsation provided above eithcr for a task or for the
enhre Agreement, unless the Agreement is modIfied pn()r to the subrnlsslOn of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 3 of 15
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City (Jr Consultant temnnates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses inculTed for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall mallltalll adequate logs and tlfllesheets in order to venfy costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agrecment during the period listed in Section 1.1
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the servIces required by this Agreement. CIty shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnIsh phYSIcal facilibes such as desks, filing eahinets, and conference space, as may
he reasonably necessary for Consultant's use while consultlllg wIth City employees and
reviewing records and the information in possession ofthe City The 10cal1on, quantity, and time
of funlishing those facilities shall be in the sole discretion of City ill no event shall City be
obligated to rumlsh any facility that may involve inenning any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehIcles, and
reproductlOn facilities.
Section 4. INSURANCE REOUIREMENTS. Before beginning allY work under this
Agreement, Consultant, at its own cost and expense, shall procure "oceUlTence eoveragc"
insurance against claims for injuries to persons or danlages to property that may arise from or in
connection with the performance of the work bereundcr by the Consultant and its agents,
representabves, employees, and subcontractors. Consultant shall proVIde proof sallsfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City Consultant shall maintain the insurance policies required
by this section throughout the term of this Agrecment. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to eommCl1ee
work on any suhcontract unlil Consultant has obtamed all msurance reqUIred herem for the
subcontractor(s) and provided evidence thereof to City VerificatJon of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Stattltory Workers' Compensation illsurance and Employer's Liability
Insurance lor any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreemenl between
City of Dublin and Bay Area Community Services
2006
Page 4 of 15
The Statutory Workers' Compensahon Tnsurance and Employer's Liability
Insurance shall be provIded wlth limIts of not less than ONE MILLION
DOLLARS 1$1,000,00000) per accIdent. In the altemalive, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-msurance complies fully with the provisions of the California Labor Codc.
Determmation of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretIOn of the Contracl Admllllstrator The
insurer, if insurance is provided, or the Consultant, if a progranl of self-insurance
IS proVIded, shall wmve all nghts or subrogation against the City and its officers,
officials, employees, and V(Jlunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thuty
(30) days' prior written notice by certified mail, retum receipt requested, to the
City Consultant shall notify City within 14 days of notification from
Consultant's msurer If such coverage 1S suspended, voided or reduced in eoveragc
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General reQnirements. Consultant, at its own cost and expense, shall
mamtam commercial general and automohile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for nsks assocIated wIth the work contemplated hy thIS
Agreement. If a Commercial General Liability Insurance or an
Automobilc Liability form or othcr fonn with a general aggregate limit is
used, either the general aggregatc limit shall apply separately to the work
to be perfomled under tbis Agreement or the gcneral aggregate limit shall
be at least tWIce the reqll1red occurrence limit. Such coverage shall
mclude but shall not be hmlted to, protection against claims arising from
bodily and personal mjury, including death resultmg therefi-om, and
damagc to property resulting from activitics contemplated under this
A.greement, mcludmg the use of owned and non-owned automobilcs.
4.2.2 Minimum scopc of cove..al1:e. CommerClal general coverage shall he at
least as broad as Insurance Services Office Commerclal General Llabihty
occurrence form CG 0001 (cd. 11/88) or Insuranee Services Office form
number GL 0002 (ed. 1/73) covering comprehensive Gencral Liability and
Insuranee Servlces Office form number GL 0404 coveTing Broad Fonn
Comprehensivc Gcneral Liability Automobile coverage shall be at least
as broad as Tnsurance ServIces Office A.utomohile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 5 of 15
4.2.3 Additional reQuirements. Each of the following shall be included m the
msuranee coverage or added as an endorsement to the policy
a. City and its officers, employees, agents, and volunteers shall be
covered as additional msureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, mcludmg the insured's general superviSIOn of
Consultant; products and completed operal1ons of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, cmployees, agents, or voluntecrs.
b The msurance shall cover on an oeeurrenec or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
rcspcet to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to eontributc to a loss undcr the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage prOVIded to CITY
and its officers, employees, agents, and volunteers.
e. An cndorscment shall state that coverage shall not be canceled
except after thirty (30) days' prior writtcn notice by certified mail,
return receIpt requested, has been given to thc City Consultant
shall notIfy City withm 14 days of notification from Consultant's
insurer if such coverage IS suspended, VOIded or reduced III
covcrage or in limits.
4.3 ProfessioJlal Liabilitv Insnrance. Consultant, at its own cost and expense, shall
mamtalll for the penod covered by this Agrccment profcssionalliability insuranec
for licensed profeSSIOnals perfonnmg work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covenng the
lieenscd profcssionals' errors and omissions.
4.3.1 Any deductible or self-msured retenbon shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled hy e1ther party, reduced III coverage or in limits, cxecpt after
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 6 of 15
thIrty (30) days' pnor written no lIce by cert1fted mail, return rcecipt
requested, has been given to the City
4.3.3 The policy must contam a cross hability or severability o[interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroachve date of the policy must be shown and must be
before the date of the Agreement.
b. Insnrance must be maintaincd and evidenec of insurance must be
provIded for at least five years after completion of thc Agrccment
or the work, s() long as commercial1y available at reasonable ratcs.
c. If coverage is canceled or not renewed and It is not replaced WIth
another claims-made policy fonn with a retroactive datc that
precedes the date of this Agreement, Consultant must provide
extended reportmg coverage for a minimum of fivc years after
completion of the Agreement or the work. Tbe City shall bave the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not rcnew the coverage.
d. A copy of the claim reporting requirements must be submItted to
thc City prior to the eommcnccment of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
plaecd with insurers with a Bests' rating of no less than A. V 11.
4.4.2 Verification of coveral1:e. Pnor to begmning any work nnder this
Agreement, Consultant shall furnish City With certIficates ofmsurance and
with original endorsements effecting coverage requIred herem. The
certificates and endorsements for each insurance policy arc to be signed by
a person authonzed by that msurer to hmd coverage on its behalr The
City reserves the right to require complete, certified copIes of all requued
insurance polieics, at any timc.
4.4.3 Subcontractors. Consultant shall include all suhcontractors as insureds
undcr its polieics or shall furnish separatc certificates and endorsements
for eacb subcontractor All coverages for subcontractors shall be subject
to all ofthe requirements stated hcrein.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 7 of 15
4.4.4 Variation. Thc City may approve a variation III the foregolllg lllsurance
requiremeuts, upon a determinatlOn that the eovcragcs, scope, limits, and
forms of such insurance are eIther not commercially available, or that the
City's interests are otherwIse fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and oblam the approval of City for the self-insured retentions and
deductibles before beginning any of the scrviees or work called for by any
term of this Agreement.
During tbe period covercd by this Agreement, only upon the prior express
written autborization of Contract Administrator, Consultant lllay increase
such deductibles or self~insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an lllcrease m deductible or self~insured retention
lcvels with a requirement that Consultant procure a bond, guaranteemg
payment of losses and related investigations, clalln admirustratlOn, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coveral1:e. Tn the cvent tbat any coverage
required by tlus sectIOn IS reduced, limited, or matenally affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possiblc opportunity and in no casc later than five
days after Consultant is notified of the change in coveragc.
4.5 Remedies. In addition to any other remedies City may have If COllSultant fails to
provlde or mamtain any insuranec policies or policy endorsements to the extent
and withm the hme herein required, City may, at its sole option cxercisc any of
the followmg remedles, whicb are altcrnatives to other remedies City may have
and are not the exclUSIVe remedy for Consultant's breach.
. Obtain such insurance and deduct and retall1 the amount of the premIums for
such insurance from any sums due under the Agreement;
. Order Consultaut to stop work under this Agreemcnt or withhold any payment
that becomes due to Consultant hereunder, Or both stop work and WIthhold
any payment, until Consultant demonstrates compliance wlth the reqUlrements
hereof; and/or
. Temlinate this Agreement.
Section 5. INDEMNWICATION AND CONSULTANT'S RESPONSJBILlTIES.
Consultant shall indemnify, defcnd with counsel selected by the City, and hold hamlless the City
and its offiCials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 8 of 15
habihty, claims, SllltS, actions, danlages, and causes of actIOn ansmg out of any personal mjury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for whieb they could be held stnctly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of hfe, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, sllbcontractor, or agents have contributed m no part to the injury, loss ofli fe, damage
to property, or violation of law It is understood that the duty of Consultant to mdemmfy and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements reqwred under this
Agreement does not rclieve Consultant from liability under this indemnification and hold
harmlcss clause. This indemnification and hold barmless clausc shall apply to any damages or
claims for damages whether or not such 11lsurance poliCIes shall have been determined to apply
By executJonof tills Agreement, Consultant acknowledges and agrees to the proVISIOns of tbis
Section and that it is a material element of consideration.
Tn the event that Consultant or any employee, agent, or subcontractor of Consultant providing
servICes under thIs Agreement IS determmed by a court of competent jurisdiction or the
Californm Puhlic Employees Rehrement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any cmployee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or suhcontraetors, as well as for the payment of any
penalties and mterest on such contributIOns, whIch would otherwise be tbe responsibility of City
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times dunllg the lerm of this Agreement,
Consultant shall be an independent contractor and shall not be an empl(lyee of
City City shall have the right to control Consultant only 11lsofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personncl pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control tbe means hy which Consultant accomplishes services
rendered pursuant to this Agreement. Notwlthstandmg any other City, state, or
federal policy, mle, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify lor or become cntitled to, and hereby agree to waive
any and all claIms to, any compensatIOn, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the Cahfomla Puhlic
Employees Retircment System (PERS) as an employce of City and entitlement to
any contributlOn to be paHl by City for employer contributions and/or employee
contributions for PERS benefits.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 9 of 15
6.2
Consultant No Al!ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to tins Agreement to billd City to any obligation whatsoever
Section 7.
LEGAL REQUIREMENTS.
7.1 Goveroinl1: Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the perfonnance of the work hereunder.
7.3 Other Governmental Rel!ulations. To the extent that this Agrcement may be
fllnded by fiscal aSSlstance from another governmental entity, Consultant and any
subcontractors shall comply with all applicahle rules and regulahons to which
City is bound by the terms of such fiscal assistance program.
Withont limiting thc generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additwnal Tenns and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
penmts, quahficabons, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice theIr respective professions. In addition to the foregoing, Consultant and
any suhconlractors sball obtain and maintain during the term of this Agreement
vahd Business Llcenses from City
7.5 Nondiscrimination and Equal Opportnnitv. Consultant shall not diseriminatc,
on the baSIS of a person's race, religion, color, national origin, age, physical or
mental handIcap or disability, medical condition, marital stalils, sex, or scxual
onentabon, agamst any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant Ill, recIpient of, or apphcant for any
services or programs provided by Consultant under thiS Agreement. Consultant
sball comply witb all applicablc federal, state, and local laws, policies, mles, and
requirements related to equal opportunity and nOlldiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, mciud11lg but nol limIted to the satisfactioll of any poslhve
ohhgatJons requIred of Consult ani thereby
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 10 of 15
Consultant shall include the provisions of thIs Subsection m any subcontract
approved by the COlltraet Administrator or thIs Agreement
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notJficatlOn to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall melude in such notice the reasons for cancellatlOn.
In the event of termination, Consultant shall be entitled to compensal1on .lor
services performed to the cffective date of termination; City, bowever, may
condition payment of such compensation upon Consultant delivenng to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connecllon with this Agreement.
8.2 Extension. City may, 1lJ ItS sole and exclusive discretion, extend the end date of
this Agreement beyond that provlded for m Subsection I I. Any such extension
shall require a written amendrnenl to thIs Agreement, as provided for herein,
Consultant understands and agrees that, If City grants such an extension, City
shall have no obligation to provide Consultant wIth compensation beyond the
maximum amount provIded for III thIS Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligahon to reimburse
Consultant for any otherwise reimbursable expenses incurred dunng the extension
penod.
8.3 Amendments. The parties may amend th,S Agreement only by a writing signed
by all the parties.
8,4 Assil1:mnent and Subcontractine. City and Consultant recogmze and agree that
this Agreement contemplates personal performance by Consultant and IS based
upon a determination of Consultant's umque personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entcring into this Agreement was and IS the professional reputation and
competence of Consultant. Consultant may not assIgn thIs Agreement or any
interest therein without the prior written approval of the Contract Administrator
Consultant shall not subcontract any portllln of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without pnor wntlen approval of the Contract Administrator
8.5 Survival. All obligations arising prior to the termmation of this Agreement and
all provlsions ortbis Agreement allocating liability between City and Consultant
shall survive the termlllal10n ofthlS Agreement.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 11 of 15
8.6 Outions upon Breach by Consultant. if Consultant materially breaches any of
the terms ofthis Agreement, City's remedies shall included, but not be limitcd to,
thc following:
8.6.1 Immcdiatcly tcrminate thc Agreement;
8.6.2 Retam the plans, speeificatl(lns, drawmgs, reports, desIgn documents, and
any other work product prepared by Consultanl pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the dIfference hetween tbe cost to complete the work
described in Exhibit A that IS unfinished at the tlme of breach and the
amount that City would have paId Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, modcls, charts, studies, surveys, photographs, memoranda, plans, studics,
specifications, records, mes, or any other documents or materials, in electronic or
any other fOrol, that Consnltant prepares or obtains pursuant to tbis Agreement
and that relate to the matters covered hereunder shall be the property of the City
It is understood and agreed that the docllments and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
othcr usc. City and Consultant agrcc that, until final approval by City, all data,
plans, speclfications, reports and other documents are confidential and wil1not be
released to third parties without pnor wntten consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-I 10. Upon rcqucst,
consultant shall dcliver any required records or documents to the City within a
reasonable amount ofhme.
9.2 Consultant's Books and Records. Consultant sball maintain any and all ledgers,
hooks of account, lllVOlces, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for servIces or expendItures and
disbursements charged to the City under this Agreement for a minimum of thrce
(3) years, or for any longer period rcqll1red by law, Ii-om the datc of Iinal payment
to the Consultant to thIS Agreement.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 12 of 15
1).3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
thIs Agreement requIres Consultant to mamtmn shall be made available for
mspectlOn, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City Under California Government Code Section
8540.7, iftbe amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit ofthc City, for a pcriod ofthrce (3) years after final payment undcr the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to thIS Agreement bnngs any actIOn, Illcluding an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to whICh that party may be entitled. The court may set
such fees m the same action or III a separate achon brought for that purpose.
10.2 Venue. 111 the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the statc courts of California in thc County of Alameda or in the
United States Distnct Court Northern Dlsmct of CalifornIa.
10.3 Severability. Ifa court ofcompetcntjurisdietion finds or mlcs that any provision
of this Agreemcnt is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remam m full force and effect The invalidity m
whole or 111 part of any provision of tins Agreement shall not void or affect the
vahdlty of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a spccifie provision
of this Agreement does not conshtute a waIver of any other hreach of that term or
any other term of this Agreement.
10.5 Successors and Assil!"ns. The provisions of this Agreement shall inure to the
bencfit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and subnnt all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may servc other clicnts, but none whose
activities within the corporate limIts of City or whose husiness, regardless of
]ocahon, would place Consultant III a "conflict of interest," as that tennIs defined
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 13 of 15
m the Pohtlcal Reform Act, codified at California Government Code Secllon
81000 et seq
Consultant shall not employ any City official in tbe work performed pursuant to
thIs Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code SectIOns 1090
et seg.
Consultant bereby warrants that It IS not no'W, nor has It been in the previous
twelve (12) months, an employee, agent, appomtee, or official of the City If
Consultant WaS an employee, agent, app(lmtee, or officIal of the City in thc
prevIOus twelve months, Consultant warrants that it did not participate in any
manner III the forming of this
Agreement. Consultant understands that, if this Agreement IS made in violation
or Government Code ~ 1 090 et.seq , the enhre Agreement IS void and Consultant
will not he entitled to any compensatJon for servIces performed pursuant to this
Agreement, Illcluding reimbursement of expenses, and Consultant will be
required to reImburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Govcrnmcnt Code ~ 1090 and, if applicable, will be
disqualified from holding puhlic office 111 the State of Cahfonlla.
10.8 Solicitation. Consultant agrees not to solicit business at any meetmg, focus
group, or interview related to this Agreement, eithcr orally or through any wntten
materials.
10.9 Contract Administration. Th1s Agreement shall be administered by the
COllllllUlllty Development Director or his designee ("Contract Administrator").
All correspondence shall be directed to or through the Contract Admmlstrator or
his or her designcc.
10.10 Notices. Any written nohce to Consultant shall be sent to'
Commumty Resources for Independent Living (c.R.1.L.)
Chns Finn, PreSIdent, Board of Directors
439 A Slreet
Hayward, CA 94568
Any written notice to City shall be scnt to
Community Development Director
City of Dub 1m
100 CiVIC Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2006
Page 14 of 15
10.11 Intel1:rlltion. This Agreement, mcludmg the scope of work attached hereto and
lllcorpoTated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all pnor negotJatlons,
representahons, or agreements, eIther written or oral.
CITY OF DUBLiN
Community Resourees for Independent
:~~~
President, Board of Directors
Attest:
Approved as to Form
__.._,..L\;'i-< c J/ ,h L
Elizabeth H Silver, City Attorney
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2005
Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
Community Resources for Independent Living (CRTL) will serve 75
low income Dublin seniors, residents with disabilities and their
tamilies such that the majority achieves one or more self-defined
goals. CRIL will provide information and referral to families and
businesses to increase their capacity to integrate and serve seniors and
persons with disabilities. CRTL will educate persons with disabilities
around transportation access and advocacy.
Benchmarks:
I. General service to 75 persons with disabilities and theIr families who
live in Dublin.
2. Assist 20 persons with in-depth servlCes.
3. Provide information and referral and technical assistance to 25
businesses, non-profit agencies, government entities, and community
members in Dublin.
4 Present 2 transportation presentations to Dublin youth and seniors
with disabilities.
~----~~_________________~___~___~______~~___~~m__~_____________________~~_~~~~~~____~_________~__"_~_~~____~
Consulting ServIces Agreement between
City of Duhlin lUJd Commumty Resources for Independent Living
2006-2007
Pagc I of Exhibit A
EXHIBIT B
CRIL BUDGET
Administration
Staff Salaries and Benefits
$9,348
OUice Expenses
$ 272
Contract ServIces
$ 315
Insurance
$ 122
Occupancy
Rent and Other
$ 100
Telephone
$ 143
$10,300
TOTAL GRANT REQUEST
Consulting Services Agreement between
City of Dublin and CRLL - Exhibit B
2006
Page lofl
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
PROGRAlVl MQNlTORING..6J'm EY AWA nON
A. Contractor shall be monitorcd and cvaluat<;d in tcrnlS or its effechveness and
timely compliance with the provisions or this Agreement and the effechve and
erfleient aeblevement of the Program ObJecl1ves.
B. Cl>lltractor must undertake conhnuous qUillltltatlve illld quahtative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City
I The quarterly wntten reports shallmclude, but shall not be limited to the
followmg data elements:
a. Title of progranl, hstmg of components, description of
activities! operations.
b. Service area (i.e., citywide, etc., mcludmg apphcable census
tracts) .
c. Goals.. thc projected goals, indicated numerically, and also the
goals achIeved (for each report penod). Tn addll1on, Identify by
percentage and descnpbon, Ole progress achIeved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Benefieianes - provIde tbe folklWmg:
I) total numher of direct beneficianes.
n) Percent of total number of direct beneficiaries who arc:
Low and moderate income
Low ineomc
American Tndian or AlaRka Nahve
Asian
Black or Afnean American
Native Ha'Wal1an or Other Paclfic Islander
WhIte
American Indiilll or Alaska Native and Whitc
Asian and Whitc
Black or i\fnean Amencan and \Vlllte
Consulting Services Agreement between
City of Dublin and C.R.I.L. Page ( of Exhibit C
2006
American Illdian or Alaska NatIve and Black or
African American
Other (individuals who are not included above I
Hispamc (ethmclty category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report whICh lS due wlthm thuty days.
C The City shall have ultnnate responsibihty for overall project momtonng and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to providc managemcnt information that will assist the City's
policy and decision-making and managers.
D ll1e Contractor shall follow audit requIrements of the Smgle Audit Act and OMB
Circular A- ] 2R
2. PROGRAM INCOME
A. Program mcome shall be recorded as part of the finanCial transactions ofthe grant
progranJ and disbursed in accordance with OMB Circular A-llO, with prior
approval or consent of City
B. Program mcome receIved by Contractor shall be retumed to City for future
apphcat1(lll to ehgihle proJects.
C Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City
3 UNIFORM ADMINTSTRATNE REOUIREMENTS
Contractor shall comply with Uniform Admimstrativc Requiremcnts as described m
Federal Regulations, Section 570.502 as applicahle to governmental enhhes.
4 RELIGIOUS ACnVI'CLfROHIBITION
Tbere shall be no religIOus worship, insli"Uction, or proselytization as part of, or III
connection with the performance oftbis Agreement.
Consulting Services Agreement between
City of Dublin and C.RJL Page 1 of Exhibit C
2006
5 REVERSION OF ASSETS
A. Upon the expnahon of thIs Agrecment, Contractor shall transfcr to City any
(,DBG funds on hand at time uf eXpIratIon and allY accounts receIvable
attributablc to the use of CDBG funds.
B. Real property III excess of $25,000, obtained in whole or III part with CDBG
flmds must be used to meet onc of the national obJechves for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
111 City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHERRR9GRAM REOUIREMENTS
Contractor certIfies that it will carry out eaeh activity m comphanee with all Federal laws
and regulahons described in 14 CFR, Part 570, SUh-paTt K (570 600-570-(12) and relates
to a) Equal Employment Opportunity Prach"es ProVISIons, hi Fair I-lousing, c) Labor
Standards, d) Environmental Standards, 3) NatIOnal Flood Insurance Program, f)
Relocation and AcquisitIOn, g) Employment and Contracting Opportumtles, h) Lead-
based paint, i) Use ofDeharred, Suspended or Ineligible Contractors OT Sub-recipients, j)
Uniform Administrative ReqUIrements and Cost Principals, k) Conflict of Interest, and 1)
Displacement.
7 BILINGUAL ASSITANCE
Contractor will provlde bilingual professional staff as needed to serve lls chents.
~. COMPLIANCE WITH FEDERAL REGULATTONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-I22, Cost Pnnciples for Non~ProlH OrgamzatlOns.
B. OMB Circular A-I 10, Uniform AdmimstratlVe ReqUIrements for Grant and Otber
Agreements with Institutions of Higher Education, Hospitals and Other Non-
Profit Organizations.
C Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
o Section 44.6 of 24 CFR Part 44 (Nun-Federal Govcrnment Audit Requirements),
Common Rule of Umform Administrative ReqLL1rements for Grants and
CooperatlVe Agreements with State and Local Govemments
Consulting Services Agreement between
City of Dublin and C.R.I.L. Pagec: of Exhibit C
2006