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HomeMy WebLinkAbout4.11 CDBG 06-07 Fundscti��o�DU��f� '-46,CITY CLERK File # ❑�®©-®© �`ILIFOR�� AGENDA STATEMENT CITY COUNCIL MEETING DATE: May 16, 2006 SUBJECT: Adoption of a Resolution approving the use of 2006-2007 Community Development Block Grant (CDBG) funds by executing agreements with the County of Alameda and various service organizations Report Prepared by: Gaylene Burkett, Housing Assistant ATTACHMEN S: 1. Resolution Authorizing the above agreements. 2. Agreement by and between the City of Dublin and the County of Alameda. 3. Agreement with Bay Area Community Services. 4. Agreement with Community Resources for Independent ✓ Living (CRIL). 5. Agreement with OpertHeart Kitchen. ✓ RECOMMENDATION FINANCIAL STATEMENT: BACKGROUND: 6. Agreement with Senior Support of the Tri-Valley. 7. Agreement with Spectrum Community Services, Inc. ✓ 8. Agreement with Tri-Valley Haven. V, I . Adopt Resolution approving the following Agreements with: The County of Alameda, Bay Area Community Services, Community Resources for Independent Living (CRIL), Open Heart Kitchen, Senior Support of the Tri-Valley, Spectrum Community Services, Inc. and Tri-Valley Haven; and 2. Authorize the Mayor to sign the above listed agreements to utilize CDBG funds for 2006-2007 Fiscal Year. See explanation below In October 2005, Staff sent out Request for Proposals to solicit interest from agencies in providing services within the City of Dublin. After reviewing proposals received, on January 17, 2006, the City Council approved usage of 2006-2007 CDBG funds for various outside agencies and City programs based on the City's 2005-2006 allotment the County because the County had not yet released the 2006-2007 allocation amounts. ------------------ COPIES TO: In-house Distribution Pagel of 3 ITEM NO. KACDBG\STFRPTS\2006-2007\CCSR Ageemts with srvs providers 5-16-06 - revised 5-9.doc �/ When the 2006-2007 CDBO allocation amolUlts were announced by the County, the overall amount was reduced by approximately 10% to $83,866. On April 4, 2006, the City Council directed staff to send a Ictter to the County requcsting additional money from unused rehabilitation funds to fully fund the service providers as directed b) City Council on January 17,2006. On May 4, 2006, the County granted the request for the additional money The chart below lists all of the projects and authorized funding amounts, although contract agreements are only necessary for the County of Alameda, Ba) Area Community Services, Community Resources for Independent Living (CRIL), Open Heart Kitchen, Senior Support of the Tri-Valley, Spectrum Community Services, Inc. and Tri-Valley Haven. ColumnA '" Column 11'" Column C'" Program City Council's Reduced Amount. Excess Adjusted llmounts 1/17/06 bllsed on HUD 2004-2005 with RehabUltlltion Approved 2006-2007 Rehabilitation CDBG Funds Amount allocations funds (,4"'+B"'=C"') ($16.977.62) City of Dublin - $8,388 $7,38000 $10,200.62 $17,5110 62 Sidewalk Handicap Ramps $5,427.00 -- Sojourner's House $5,427 $000 $5,427 Family Crisis Center .~~._, "'-$iO;476--" Sf. Support ~ Case $9,200.00 $1,276.00 $10,476 Management and friendly visits at home -. hi-Valley Haven $15,000 $13,20000 $[,800.00 $15,000 Domestic Violcnce Shelter & Homeless Services -~- $5,601 Spectrum $5,601 $4,900 00 $701.00 Community - Meals on Wheels , Bay Area $10,300 $9,10000 $ [,200.00 $10,300 CommlUlity Services - Dublin Independent Living Services Open Heart $10,000 $8,800 00 $1,200.00 $10,000 Kitchen - Wcekend Box Lunch Program Valley Creative $5,000 $4,400.00 $600 00 $5,000 Living Center ~_..'''~.. Minor Rehab. $16,713 $14,859.00 - $14,859 --~ Administration $6,600 $6,600.00 - $6,000 ~-~~~~~,~, $93,S05 $83,1l66.00 $16,977.62 $1 OO,1l43 .62 .~,'.~~~~,~. ~-~-~",~~ Applications wcrc scnt to the County of Alameda for review The County has agreed wIth the usage of COBGfunds for the purposes that the City Council has approved. Now, the City of Dublin, as an Urban County City, must; I ) enter into an agreement with the Alameda County Housing and Community DcveJopment Department f'Or receipt and allocation of CDBO funds for thc fiscal year 2006-2007, and 2) enter into agrcements wIth the outside agencies that the City Council agreed to fund' Bay Area Community Services (Valley Creative Living Center), Community Resources for Independent Living (Dublin Independent Services), Open Heart Kitchen (Weekend Box Lunch Program), Scnior Support of the Tn-Valley (Casc Management for Seniors), Spcctrum Community Services, Inc (Meals On Wheels), and Tri-Valley Haven (Domestic Violence Shelter and Homeless Services). These agreements include Exhibit A with the Scope ofScrvices and Exhibit B with the Budget outlining servIces to be provided and the conditions under which the CDBG funds may be expended. All agreements must be signed and executcd before the City can utilize the CDBG funds allocated to the City of Dublin by the County of Alameda. RECOMMENDATION Staff recommends that the City Council: I) Adopt a Resolution approving agreements with: i) The County of Alameda, ii) Bay Area Community Services, iii) Community Resources for Independent Living (CRIL), lV) Open Heart Kitchen, v) Senior Support of the Tri-Valley, vi) Spectrum Community Services, Inc. and vii) Tri Valley Haven; and 2) authorize thc Mayor to sIgn the above listed agreements to utilize CDBG funds for Fiscal Year 2006-2007 10 -f I ~O RESOLUTION NO. XX-06 A RESOLUTION OF THE CIn: COUNCIL OF THE CITY OF DUBLIN **************************** **********..** 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-V ALLEY HAVEN FOR THE SAME FISCAL YEAR AND AUTHORIZING THE MAYOR TO SIGN THE ABOVE AGREEMENTS. WHEREAS, the Congress of the United States has cnactcd the Housing and Community Dcvelopmcnt Act of 1974, and WHEREAS, Title I of the Act consolidates prevIous grant programs into the Community Development Block Orant; 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 timc thc City Council has rcccivcd a staff report recommending adoption of an agreement hetween 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 Staffto 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 Staffto request from Alameda County, an addihonal amount of $53,713 of unused housing rehabilitation funds to be reallocated to the 2006-2007 CDBO allotment; and WHEREAS, to utilize CDBG funds allocated to the City of Duhlin for Fiscal Year 2006-2007, Staff sent out Request for Proposals to solicit interest from agencies in providing services withm the City; and WHEREAS, from the proposals received, the above listed agencies were evaluated to hest 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 CDBO funds: Dublin Sidewalk Ramps, Semor Support of the Tri Yallcy Casc Managcmcnt for Low Incomc Seniors, Tri-Yallcy Haven's Domestic Yiolcncc/Homeless Shelter, Spectrum Community Services for Meals on Wheels, Community Resources for Independent Living (CRIL) for Independcnt Living Scrviccs, Open Heart Kitchen for Weekend Box Lunch Program, Bay Area Commumty ServIces for the Valley Creative Living Centcr, Minor Home Repair Program, Program Admll1lstration as well as an annual contributIOn for participation in a regional if. II 5/lb/{}b Attachment 1 ;( &.f /30 effort for the AcquisItion and Rehahilitation ofthe Sojourner Housc Homeless Shelter (collectIvely "the Programs"); and WHEREAS, On May 2, 2006 thc City Council approved funding a portlOn of the Alamo Creek Park ADA accessibility and renovation project with additional CDBO 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-administcrcd programs ("the Agreements"); and WHEREAS, on May Iii, 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 CDBO funds. The Agreements arc included as attachments to the staff report and are hereby incorporated by referencc. 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 COlUlty of Alameda for allocation ofCDBG flUlds, 2) Approves the Agreements with various agencIes for use of the City of Dublin's CDBO funds for 2006-2007, and 3) Authonzes the Mayor to execute the abovc listed agreements. PASSED, APPROVED AND ADOPTED this 16th day of May 2006 by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk K:\CDB( i\STFRPTS\20{)()-2007\Rcsolution tor (:c 011 5-16-()6.doc 2 ~of /3D AGREEMENT BY AND BETWEEN THE CITY OF OUBUN AND THE COUNTY OF ALAMEDA nus AGREEMENT is made and entered into this 1st day ofJuly, 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 California, (hereafter referred to as "City"). WHEREAS, the County has entered into a Grant Agreement with the United States Department of Housing and Urban Development (HUD), for a COmmunity Development Block Grant (COBG) 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 betweeti the County and the United States Department of Housing and Urban Development; NOW TIlEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES HEREINAFTER MADE, COUNTY AND CITY 00 MUTUALLY AGREE AS FOLLOWS. I. 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 documents and provisions attached hereto as Exhibit A and incorporated herein by reference. II. COMMENCEMENT AND COMPLETION REOUlREMENTS A. The tenn of this Agreement begins on the ]st day of July, 2006 and ends on the 30th day of June, 2007, or when all contract terms have been completed. B. Jt shall be the responsibility of the City to coordinate and schedule the work to be performed so that commencement and completion win take place in accordance with the provisions of this Agreement. The County may extend the time fur 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 Ii 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 County shall be released from all oonditions of this Agreement. Attachment 2 4of' /30 E. Upon completion of performance under this Agreement and a detennination 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 Agreen:lent. 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 subcontractor is a private non-profi~ or 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-UO and A.I22 (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 attaehed to this Agreement and incorporated as part of this Agreement, shall be reviewed and approved by COlUlty. 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 perfonned 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 lUIlOUIIt of allowable costs is not exceeded. V. RECORDS AND REPORTS A. All original documents prepared by City in connection with the work: to be pl'lf(l.med under this Agreement shallbe the property of the County B. City's records shall be made available for review by the County prior to thlj release of funds. City shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in confonnance with OMB circular A- 110 C. Records must be kept accurate and up-to-date. Failure of City to comply with this provision could result in tenninatiou of this Agreement or City's repayment of funds previously awarded under this Agreement. 5 of /30 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 I. The quarterly written reports shall be submitted in the fonnat approved and provided by the County 2. The quarterly report shall be due on the fifteenth day of the month immediately fullowing 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-12S. 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-I 10. B. Program income received by City shall be returned to County for future application to City projects. C. Program income from Urban County program activities undertaken by or within City which thereafter tenninates its participation in the Urban County shall continue to he 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. vm. UNWORM ADMINISTRATIVE REOUIREMENTS City shall comply with Unifonn Administrative Requirements as described in Federal Re$ulations, Section 570.502 as applicable to governmental entities. 60 f /30 IX. RELIGIOUS AClTVlTY PROHIBmON There shall be no religious worship, instruction, or proselytization as part 0( or in connection 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 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 in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in County being reimbursed at fuir market value less value attributable to non- CDBG expenditures. XI. OTHER PROGRAM REOUIREMENTS City certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CPR., 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) Unifonn Administrative Requirements and Cost Principals, k) Conflict of Interest, and I) Displacement. XII. TERMINATION OF TInS AGRRRMRNT County may terminate this Agreement in whole or in part immediately for cause, which sha1l 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 ul1der this Agreement, including compliance with City, State and Federal laws and regulations and applicable directives; B. Failure to meet the performance standards contained in other sections of this Agreement; C. Improper use of reporting of ful1ds provided under this Agreement; and D. Suspension or termination by HUn of the grant to the County under which Agreement is made, or the portion thereof delegated by this Agreement. Approved as to form: By: City Attorney Date: Approved as to form: Richard E. Winnie County Counsel Date: * . * * * . . * * . . * * CITY OF DUBLIN By: Mayor Attest: City Clerk Date: COUNTY OF ALAMEDA By: President, Board of Supervisors Date: 701/30 go f 130 AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA EXHIBIT A 03L Pubtic Improvementll- 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 elderlv residents. Through case management program, seniors are visited in their homes to assess $9,200 their ". Dsvcholouical social. and environmental needs. 05B Public Service - Handicapped Services One-on-one direct services to low income Dublin residents with disahilities. $9,100 050 Public Sendee - Y outb Services Oistribute box lunches to low income school children and their families_ $8,800 05GPublic 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 Residential Minor Home Repair and Owner Rehabilitation Programs. $14,859 14B Rehabilitation - Multi Unit Residential Section 108 payment of loan for acquisitionfrehabilitation. Loan taken out $5,427 bv Citv ofLiverJllore. 21A Admiuistratiou Provide overall. CDBG program administration. $6,600 TOTAL - CITY OF DUBLIN $83,866 AIttidpated Program Income" $SS,otJfJ " Bosed on tin estimate of prior yeon' program income recdvt!d; only acbud progrom income ret:eived will be twailoble to tire Oty for its Revolving Loan Fund (Housing RehobiJitotion Programs). r:;of-'130 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND Bay Area CommlUllty ServIces THIS AOREEMENT for consulling services is madc by and between the City of Dubhn ("City") and Bay Area Commumty ServICes ("Consultant") as of May 16, 2006. RECITALS 1 The County of Alameda has entered into a Grant Agreement with the Umted States Dcpartment of Housing and Urban Development ("HUD") for a Community Development Block Grant ("CDBO") under the Housing and Community Development Act of 1974 2. Thc City will be a party to an agreement wIth the County of Alameda, to be dated .Tuly 1, 2006, whcrcby certain Conununity Development Block Orant ("CDGB") grant funds received by the County are distributed to the City for use 1U Community Development Block Grant Programs and elIgible activities ("CDBO Programs"). 3 Consultant desires to perfornl serVICes, described in Exhibit A to this Agreement, that are CDBO Programs. 4 City desires that such scrvices be performed by Consultant, and Consultant Agrees to render such serviccs, as morc particularly set forth III thiS Agreement. NOW, THEREFORE, in consideratIOn of the mutual promiscs 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 shall provide to City the services described in the Scopc of Work attached as Exhibit A at the time and place and in the manner specified therem. In thc cvent of a conflict in or inconsistcncy between the tenns of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall bcgin on .Tuly 1, 2006 and shall end on June 30, 2007 Consultant shall complete the work dcscribcd in Exhibit A. Scope of Services prior to June 30, 2007, unless the term of the Agreement IS othelWlse terminated or cxtended, as provided for m Sechon 8. The time provided to Consullant to complete the services reqUIred by this Agrcement shall not affect the City's right to tcrminate the Agreement, as providcd for in Section ll. 1.2 Standard of Performance. Consultant shall perform all serviccs rcquircd pursuant to this Agreement III the manner and according to the standards observed by a compctent practitioner of the profeSSIon 11l which Consultant is engaged in the geographical arca in which Consultant prachces its profcssion. Consultant shall preparc all work products required by thIS Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 1 of 15 Attachment 3 IV of /30 class manncr and shall conform to the standards of quality normally observed by a person practiclllg III Consultant's profession. 1.3 Assilwment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agrccment. In the event that City, in its sole discretion, at any time during thc tcrm of this Agreement, deSires the reassigmnent of any such persons, Consultant shall, immediately upon recelVmg notice from City of such deSire of City, reassign such pcrson or persons. 1.4 Time. Consultant shall devote such time to the performance of scrviccs pursuant to this Agreement as may be reasonably necessary to meet the standard of pcrformance provided III Section 1.1 above and to satisfy Consultant's obligations hcrcunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-1!O and A-122 (incorporated herein by rcference) for the procurement of supplies and services in connection with activitics funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five Thousand Dollars ($5,000) notwithstanding any contrary mdlcations that may be 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 rcgarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rcndered pursuant to this Agreement at the timc and in thc manner set forth herein. All compensahon is depcndent on receipt of CDBO funds from the County of Alameda. The paymcnts spccified 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 authorized 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 is based upon Consultant's estimated costs of providing the services reqUired hercundcr, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties furthcr agree that compensation hereunder 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 thercforc has no responsibihty for such contributions beyond compensation required under this Agrccment. 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 quartcrly, during the ternl of this Agreement, based on the cost for Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 2 of 15 / f !) f /3{) services performed and rcimbursable costs incurred pnor to the invoice date. InvOIces shall contain the following information: . Scria1 identifications of progress bills; I.e., Progress Bill No. I for the first IllVOlce, etc., The beginning and ending dates ofthe billing pcriod, A Task Summary containing the ongmal contract amount, the amount of prior billings, the total due this penod, the balancc available undcr the Agreement, the percentage of completion and what line item is bcing spent against per Exhibit B. Bud2et. At City's option, for cach work item in each task, a copy ofthe applicable time entries or time sheets shall be submitted showing the name of the person dOlllg the work, tbe hours spent by cach person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed undcr thc Agrccmcnt by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a scparate notice when the total number of hours of work by Consultant and any individual employce, agcnt, or subcontractor of Consultant reaches or exceeds 800 hours, which shall includc an cstimatc of the time necessary to complete the work described III Exhibit A. Scoue. of Services. The Consultant's signature. . . . . . 2.3 Monthlv Payment. City shall make monthly payments, based on invoices receIVed, for services satisfactorily pcrformed, 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 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 invoice and CDBG Completion Report as required by COlUlty pursuant to agrccmcnt between City and County of Alameda, signed and dated May 16,2006. 2.5 Total Payment. City shall pay for the services to bc rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or addihonal service pursuant to this Agrccment. In nO evcnt shall Consultant submit any inVOice for an amount in excess of thc maximum amount of compensation provided above elther for a task or for thc cntire Agrccment, unless the Agreement is modified pnor to the submission of such an invoice by a properly executcd change order or amendment. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 3 of 15 / ;( of- ! 30 2.6 Payment of Taxes. Consultant is solely responsihle for the payment of employment taxes incurrcd undcr this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. hI the event that the City or Consultant terminates this Agreement pursuant to Scction 8, the City shall compensate the Consultant for all outstanding costs and rcimbursable expenses mcurred for work satisfactorily completed as of the datc of written notice of termination. Consultant shall maintain adequate logs and timeshects in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may hegin providing services under the terms of this Agrecmcnt during the period listed m Section 1.1 Section 3. FACILITIES AND EOUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provIde all facilities and cquipment that may be necessary to perfoffiI the services required by thIS Agreement. City shall makc available to Consultant only thc facilitics and equipment listed in this sectIOn, and only under thc tcrms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and rcvicwing rccords and the information in possession ofthe City The location, quantity, and time of furnishing those facilitics shall be in the sole discretion of City In no event shall City bc obligated to furnIsh any facility that may involvc incurring any direct expense, mcluding but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REOUlREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" msurance agamst c1alms for injuries to persons or damages to property that may anse from or in connectIon wIth the performance of the work hcrcunder by the Consultant and Its agents, representatives, enIployees, 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 rcspccts to the City Consultant shall maintain the insurancc policies required by this section throughout thc term of this Agreement. The cost of such insurancc shall be included in the Consultant's bid. Consultant shall not allow any suhcontractor to commence work on any suhcontract until Consultant has obtained all msurance reqUIred herein for thc subcontractor(s) and provlded eVldence thereof to City Verification of the requIred Illsurance shall be submitted and made part of thIS Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at Its sole cost and expcnsc, maintain Statutory Workers' Compensation Insurance and Employer's Llahility Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' CompensatIon Insurance and Employer's Liability Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 4 of 15 /JoF/30 Insurance shall be provided wIth hmlts of not Icss than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rcly on a self-Insurance program to mcct those requirements, but only If the program of self-insurance comphes fully wIth the provisions of the California Labor Code. Dctcrmination of whether a self-insurance program meets thc standards of the Labor Codc shall be solely in the discretion of the Contract Administrator The IIlsurer, if insurance is provided, or the Consultant, if a program of self-msurance is provided, shall waIVe all nghts of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall statc that coverage shall not be canceled except after thirty (30) days' pnor written notice by ccrtifjed mail, return receIpt requested, to the City Consultant shall notify City within 14 days of notification from Consultant's msurer If such coverage is suspcndcd, voided or reduced III coverage or in limits. 4.2 Commercial General and Automobile Liabilitv Insnrance. 4.2.1 General requirements. Consultant, at Its own cost and expense, shall maintain commercial general and automobile Iiabihty IIlsurance for the term of thIs Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,00000) per occurrence, combined single limit covcragc 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 performed under this Agreement or the general aggrcgate limit shall be at 1cast twice the required occurrence hmll. Such coverage shall include but shall not bc limited to, protection agalllst claims arising from bodily and personal injury, including death resultmg therefrom, and damage to property resulting from activities contemplated under this Agreement, IIlcluding the use of own cd and non-owned automobiles. 4.2.2 Minimum scone of coveral!e. Commercial gcnera1 coverage shall be at least as broad as Insurance ServIces Office Commcrcial Oeneral Liability occurrcncc form CO 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensIve General Liability and Insurance Servlces Office form number OL 0404 covenng Broad Form ComprehensIve General Liability Automobile coverage shall be at least as broad as Insurance Services Office Automohile Liability form CA 0001 (ed. 12/90) Codc 8 and 9 ("any auto"). No endorsement shall bc attached hmltlng the coverage. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 5 of 15 /4of /3[! 4.2.3 Additional requirements. Each of the followmg shall be ineludcd in thc msurance 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 thc following: liahility arising out of activities performed hy 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, lcascd, or used by the Consullant. The covcragc shall contain nO spccia1limitations on the scope of protection afjordcd to City or its officcrs, employees, agents, or volunteers. b. The insurance shall cover on an occurrcnce or an accident basIS, and not on a elaims-made basis. c. An endorsemcnt must state that coverage IS primary insurancc with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintaincd by the City shall bc called upon to contribute to a loss under thc coverage. d. Any failure of CONSULTANT to comply with rcporting prOVISIons of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except altcr thirty (30) days' prior WIltten notice by ccrtificd mail, return receipt requestcd, has been given to the City. Consultant shall notify City wIthin 14 days of notification from Consultant's insurer if such coverage is suspcnded, voided or reduced m coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at Its own cost and cxpense, shall maintaIn for the period covcred by this Agreement professional liability insurance for hcensed professionals pcrforming work pursuant to this Agrcement in an anlOunt not less than ONE MILLION DOLLARS ($1,000,000) covcring the licensed professionals' errors and omissions. 4,3.1 Any deductible or self-insured retention shall not cxcccd $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, vOIded, cancelcd by cither party, reduced III coverage or in limits, except after Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 6 of 15 15ol/3D thirty (30) days' prior written notice by certi fied mail, return rcccipt requcstcd, has bccn given to the City 4.3.3 The pohcy must contain a cross liability or severability of mterest clause. 4.3.4 The following provisions shall apply Ifthe prolessionalliabi1ity coverages are written on a claims-made form. a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be mamtamed and evidencc of insurance must be provided for at least five years after completion of thc Agrccment or thc work, so long as commercially available at reasonablc ratcs. 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 minimum of five years after completIOn of the Agreement or thc work. The City shall have the right to exercise, at the Consultant's solc cost and expense, any extended reporting provisions of the policy, if thc Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City pnor to the commencemcnt of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceotabilitv of insurers. All msurance requircd by this section is to be placed with insurers with a Bests' ratmg of no less than A.vH. 4.4.2 Verification of coveral.!e. Prior to bcginning any work lUlder this Agreement, Consultant shall furnish City with certificates of insurance and wIth (mgmal endorsements eflecting coverage required herem. The certlfi.cates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certificd copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall mclude 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 orthe requirements statcd herein. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 7 of 15 Ibof!30 4.4.4 Variation. The City may approve a vanatlon III the foregoing insurancc requIrements, upon a determination that the coverages, scope, limits, and fonns of such Illsurance 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 obtain the approval of City for the self-insured retentions and deductibles bcfore beginning any of the services or work called for by any term of this Agrccment. During the period covered by this Agreement, only upon thc prior cxpress wntten alLthorization of Contract Administrator, Consultant may incrcasc such deductibles or self~insurcd retentions with respect to City, its ofl1cers, cmployees, agents, and volunteers. Thc Contract Admimstrator may condition approval of an increase III deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigahons, claim administration, and defense expenscs that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveral!e. In the event that any covcragc reqUIred by thIS section is reduced, limited, or matenally affected in any other manncr, Consultant shall provIde written notice to City at Consultant's earhest possihle opportunity and in no case later than five days after Consultant is notified ofthe changc in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provIde or maintain any insurance policies or polIcy endorsements to thc cxtcnt and within the time herein required, City may, at Its sole option cxcrcisc any of the followlllg remedies, which arc altcrnatives to other remedies City may havc and are not the exclusIve remedy .tor Consultant's breach: . Obtain such insurance and deduct and retam the amount of the premiums for such insurancc from any sums due lUlder the Agreemcnt; . Order Consultant to stop work under thIS Agreement or withhold any payment that becomcs duc to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates comphance with thc rcquirements hereof; anlVor . Termlllate thIS Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITTES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officcrs, 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 /70 (/3D hability, clanns, Stilts, actions, damages, and causes of action arising out of any personal injury, bodily lllJury, loss of life, or damage to property, or any violation of any federal, state, or mumclpallaw or ordinance, to thc extent caused, in whole or in part, by the willful misconduct or negligent acts or omiSSIOns of Consultant or its employees, suhcontractors, or agents, by acts for which thcy could be held stnctly liable, or by thc quahty or character of their work. The foregoing ohligation of Consultant shall not apply when (I) the injury, loss of lifc, damage to property, or VIOlatIOn of law arises wholly from the neghgence or willful misconduct of the City or its officcrs, cmployees, agents, or voluntccrs and (2) the actions of Consultant or its employees, suhcontractor, or agents have contrihuted in no part to the injury, loss of life, damagc to property, or viulation of law It is understood that thc duty of Consultant to indemnify and hold harmless includcs the duty to defend as set forth in Section 2778 of the California 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. This indclIUlification and hold harmless clausc shall apply to any damages or claims for damages whether or not such insurance pohcJes shall have been determined to apply By exccution of this Agreement, Consultant acknowledges and agrees to the provisions of this SectllJll and that it IS a matcrial element of consIderation. In the event that Cunsultant or any employee, agent, or subcontractor of Consultant providing servIces under this Agrccment is determined by a court of competent Junsdiction or the California Pubhc Employees Rctirement System (PERS) to he eligible for enrollment III PERS as an employee of City, Consultant shall indelIUlifY, defend, and hold harmless City for the payment of any employee and/or employcr contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as wcll 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 thc term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City City shall havc the 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 accomplishes serviccs rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, lay" or ordinancc to the contrary, Consultant and any of its cmp10yees, agents, and suhcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limitcd to eligibility to enroll in thc California Pubhc Employees Retirement System (PERS) as an cmployee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS henefits. 2006 Page 9 of 15 Consulting Services Agreement between City of Dublin and Bay Area Community Services /1, 0 f /3D 6.2 Consultant No Al!ent. Exccpt as City may specify III writing, Consultant shall havc nO authority, express or Implied, to act on behalf of City m any capacity whalsoever as an agcnt. Consultant shall have n(J authority, express or implied, pursuant to this Agreemcnt to bind City to any obhgabon whatsocvcr. Section 7. LEGAL REQUIREMENTS. 7.1 Governinl! 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 performancc of the work hereunder. 7.3 Other Governmental Rel!ulations. To the cxtent that this Agreement may be fundcd by fiscal assistance from another governmental entity, Consultant and any suhcontractors shall comply with all apphcahle rules and regulations to which Cil) IS bound by the terms of such fiscal assistance program. Without limitlllg the generality of thc foregoing, Consultant and any subcontractors 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 warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, pcrmits, qualifications, and approvals of whatsocver nature that are legally reqUlred to practicc thcir respective profesSlons. 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 dunng the term of this Agrccment any licenses, permIts, and approvals that are legally required to practicc thcir respective professions. In addition to thc foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City 7.5 Nondiscrimination and Eoual Opportunity. 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 orientation, against any employee, applicant for employment, subcontractor, biddcr for a subcontract, or parbclpant in, rccipient of, or applicant for any scrviccs or programs provided by Consultant undcr this Agreement. Consullanl shall comply with all applicable federal, stale, and locallaws, policies, rules, and requirements related to equal opportunity and nondlscnmmation in cmployment, contracting, and the provision of any scrvices that are the suhject of this Agreemcnt, including but not hmlted to the satisfaction of any poslbve obhgatlOns required of Consultant thereby Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 10 of 15 !(lof/3D Consultant shall lllclude the provisions of this SubsectlOn In any subcontract approvcd by the Contract Admimstrator 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 Agrccment upon thirty days' written notice to City and shall include in such nohce the reasons for cancellation. In thc event of termination, Consultant shall be entitled to compensahon for scrviccs performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any OT all documcnts, photographs, computer software, vidco and audio tapes, and other materials providcd 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 Agrccment beyond that provIded for in Subscction I I Any such extenslOn shall requirc a written amendment to thIs Agreemcnt, as provided for herein. Consultant understands and agrees that, If City grants such an extension, City shall have no obligahon to providc Consultant with compensation beyond thc maximum amount provided fOT in this Agrccment. Similarly, unless authorized hy the Contract Administrator, City shall havc no obligation to relmhurse Consultant for any otherwisc reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agrccment only by a wnhng sIgned hy all the parties. 8.4 Assil!nment and Subcontractinl!. City and Consultant recognize and agree that this Agreement contemplates personal perfonuance by Consultant and is based upon a determmabon of Consultant's unique personal competencc, experience, and spccialized personal knowledge. Moreovcr, a substantialmducement to City for cntering into this Agreement was and is the professIonal reputation and competence of Consultant. Consultant may not assign thIs Agreement or any mterest thcrcin without the prior wntten approval of the Contract Admmlstrator Consultant shall not subcontract any portIOn ofthe performance contemplated and provided for herem, other than to the subcontractors noted in thc proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisIOns of thIs Agreemcnt allocating liability hetween City and Consultant shall survive the termmahon of this Agrccment. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 11 of 15 .; 0 0 f I ~D 8.6 Options upon Breach bv Consultant. IfConsullant materially breaches any of thc terms of this Agreement, City's remedies shalllllcluded, but not be limitcd to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant 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 between the cost to complete the work described in Exhibit A that is unfinished at the time of brcach and thc 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 matenals, III electromc or any other form, that Consultant prepares or ohtains pursuant to this Agreement and that relate to the matters covcrcd hereunder shall be the property of the City It IS understood and agreed that the documcnts and other materials, IIlcludmg but not limited to those described above, preparcd 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 documcnts are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsib1c for maintaining all records pertaining to this Agreement, mcluding subcontracts and cxpcnditures, and all other finanCIal and pnJperty records in conformancc with OB circular A-11O. Upon request, consultant shall deliver any required records or documents to the City wIthin a reasonahle amount ofhme. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books or account, invoiccs, vouchers, canceled checks, and other records or documents evidencmg or relatmg to charges for scrvices or expenditures and disburscments charged to the City under thiS Agreement for a minimum of three (3) years, or for any longer period required by law, from the datc of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 12 of 15 a2 /0 f I?D 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 a~ailable for inspection, audit, alldJor copymg at any time during rcgu1ar business hours, upon oral or written request of the City Under California Oovernment 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 examination and audit ofthc State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) ycars after final payment lUlder the Agrecmcnt. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for dcclaratory 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 in the same achon or in a separate action brought for that purpose. 10.2 Venue. Tn the event that either party brings any action agamst the other under thIs Agreement, the partics agrcc that trial of such actioll shall he vested exclusIVely in the state courts of California in the County of Alameda or m the Umted States Distnct Court Northern District of California. 10.3 Severability. If a court of competent JunsdJCtion finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remam in full foree and cffcct. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any othcr provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a spccific provision of this Agrccmcnt docs not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assil!DS. The provIsions of this Agreement shall inure to the bencfit of and shall apply to and bind the successors and assigns ofthc parties. 10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material On recycled paper to the extent it is availahle at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, hut nOne whose aclivlhes wlthm the corporate hmits 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 of Dublin and Bay Area Community Services 2006 Page 13 of 15 , d;? () t / ~O in thc Political Reform Act, codllied at California Government Codc Scction 81000 et seq. Consultant shall not employ any City official III the work performed pursuant to this Agreement. No officer or employec of City shall have any financial interest in thIs Agreement that would vIOlate California Oovernment Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in thc previous twelve (12) months, an employee, agent, appointee, or officIal of the City If Consultant was an employee, agent, appointee, or official of the City In the prevlOus twelvc months, Consultant warrants that it did not partIcipate in any manner In the forming of this Agreement. Consultant understands that, if thIs Agreement is made in violation of Oovernment Code * 1090 eI.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for servIces performed pursuant to this Agrccment, including 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 cnminal prosecutIOn for a violation of Government Code !i 1090 and, if applicable, will be disqualified from holdIng puhlic officc in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meehng, focus group, or Interview rclated to this Agreement, either orally or through any wntten materials. 10.9 Contract Administration. ThIs Agreement shall be admmlstered hy the Community Developmcnt Director or hIS designee ("Contract Admllllstrator"). All correspondence shall bc directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notIce to Consultant shall be sent to: Bay Area CommlUlity Services LIsa Elfand, PhD, Program Director 3900 Valley Avenuc #8 Pleasanton, CA 94566 Any written notice to City shall be sent to. Community Dcvclopment Director City of Dublin 100 Civic Plaza Dublin, CA <.)4568 Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 14 of 15 05! 02. 2006 10: 08 510569458'3 BACS ADMIN PI-IGE 02, 02 ;13 0 f 130 10.11 Iote!!l'ation. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A. the budget attached hereto and incorporated herein a. E~hi\zit B. and the Community Development Block Grant Additional Terms and Conditions as Exhibit C represcnts thc entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either wntten or oral. CITY OF DlJ.BLIN Bay Area Community Services ~e,~~ Progrilm Dir<::ctor Janet Lockhart, 11ayor Atte$t: Fawn Hohnan, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney COMulting Services Agreement bctw"cn City of Dublin and Bay Area Community Services 2006 Page 15 ofl5 05/02/2006 lUE 10 12 [lX1R HO 8640] ~002 """I)'" ~;, :~!}. \:.I':'I~~.'.~'. ~ ,.,~~": : .1'1.).'" ~,;:",~", ^ ,~.~"!:'~ 1'"~r~<~"~'I:'!: d" T ~~~""~i\\'",,!j'~lI'l!'iI!""." ,,,.....,,...,_.~'",,..,, .1\.,."., ,,_ ".-.J""'^""~""..' ,,"~,.,... ;.! if 0 f /2/J EXHlBIT A SCOPE OF SERVICES Valley Creative Living Center is a community based day program serving adults with psychiatric disabilities. The program is open Tuesday, Wednesday, and Thursday providing social, educational and prevocational activities. The program. provides needed structure 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 psycbiatric disabilities 2. Provide ongoing rehabilitation services three days per week, year round 3. Assist and support 9 Dublin residents and their families, when appropriate, understand mental illness and prevent unnecessary hospit dimtions. -------_..._~~~_____~~__~~_________~_~~w~~______~~"~____~___~__________~_p~_.~___~~~~____~~ Consulting Services Agreement between City ofDubl.in and Bay Ares Community Services 2006.2007 Pllge IlJfExhibit A f'lkJI"li""JJ"'Jl'Jnt:;J TIll::" 1<':1 .""'/ rT"J"'" II..... ....'~,,' I""!o~~~ EXHIBIT B - BUDGET Description VALLEY CLC MUS - _m Govt Contracts/MUS Alameda County Dublin, City of Livermore, City of Plea.anton, City of (CDBG) Plea santon, City of (Gen Fund) 144,560 5,000 4,500 10,000 5,500 *** ** "" ....111.. ......... "'... ."*..**..*.",****~'lr*'" * ________........._....__ TOTAL REVENUE 169,560 EXPENSE Program Director (l FYE 56,1l0)@J60% Sor Mental Healtb Wkr (I FfE 34, 738)@60% Snr Mental Healtb Wkr (l FrE 30,007)@6O% 33,666 20,843 111,004 Total Salaries Fringe Benefits 72,513 20,737 Total Salaries and Benefit 93,250 Contracted Servic.. Supplies Telepbone Postage Occupancy Equipment Printing & Publications TranspnrtatiOll Conferences Insurance Other 1,200 t,lJOO 2,000 2110 34,920 1,550 500 3,200 780 1,650 SO Total Operating Expenses 47,850 --_.._-------_...._--~---~ Total Salary and Operating Expenses 141,100 Allocate Salary and Operating Expenses 13,910 Indirect Cost (revenue)@ 9.00 13,950 Total EXPENSES 168,960 600 V ALLEV CLC DUBLIN FUNDING ~ 5,000 5,000 5,000 5,000 o 5,000 --------............... 5,000 --..-----------..-... 5,000 ~ Consulting Services AGreement between City of Dublin Bay Area Community Services ;( SoP /3D - - o o o o o I) o o I) o o o o o o 2006 db 0 r: eo EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS PROGRAM MONITORINO AND EVALUATION A. Contractor shall be rnollltored and evaluatcd in terms of its effectiveness and timely compliance with the provisions of this Agreemcnt and the effective and cfficicnt achievement of the Program ObJectives. B. Contractor must undertakc continuous quantitative and qualitahve evaluahon of the Scope of ServICes as specified in this Agreement and shall make quarterly wntten reports 10 Cily 1 The quarterly wntlen reports shall include, but shall not be limited to the followlllg data elements: a. Title of program, listing of components, description of activitics/operations. b ServIce area (i.e., citywide, ctc., including applicable census tracts) . c. Goals - the projectcd goals, indicated numencally, and also the goals achIeved (for each report period). In addition, identify by percentage and description, the progrcss achieved towards meeting the specified goals; additIOnally, identify any problcms cncountered in meeting goals. d. Beneliciarics - provide the following: I) total numher of direct bcncficiaries. in Percent of total number of direct bcncficiaries who are: Low and moderate income Low income American Indian or Alaska Native Asian Black or African American Native Hawauan 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 Bay Area Community ServicesPage 1 of Exhibit 2006 )7 of /3() Amcrican Indian or Alaska Native and Black or Afncan American Other (indivIduals who are not included above) Hispanic (ethnicity category that cuts across all races; if used, a racc idcntified above must also be identified) Female Headed Households e. Other data as required by City 2. The qlLarterly report shall bc 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 City shall havc ultimate responsibility for overall project monitonng and evaluation, to assist Contractor in complying with the scope and contents of this Agrccmcnt, and to provide management informatlon that will assist thc City's policy and decision-making and managers. o The Contractor shall follow audit requircments of the Single Audit Act and OMB Circular A-128. 2. PROORAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program 3lld disburscd in accordance with OMB Circular A- I 10, with prior approval or consent of City B. Program income received by Contractor shall be rctumed to City for future application to eligible projects. C Program income from Urban City-funded achvlties undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continuc to be progranl income ofthe Urban City 3 UNIFORM ADMTNISTRA TIVE REQUIREMENTS Contractor shall comply with Uniform Admimstrahve Requirements as dcscribcd Jll Federal Regulations, Section 570.502 as applicable to governmental enhhes. 4 RELIGIOUS ACTIVITY PROHIBITION Ibere shall be no religious worship, instruchon, or prosclytization as part of, or Jll conncction with the performance ofthis Agreement. Consulting Services Agreement between City of Dublin and Bay Area Community ServicesPage 2 of Exhibit 2006 ;Jrl 0 P !:30 5 REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBO funds on hand at tJme of expiration and any accounts receivable attributable to thc usc of CDBG funds. B Real property in excess of $25,000, obtained in whole or in part with CDBO funds must be used to meet one of the national objcctives for a minimum of five ycars after the expiration ofthls Agreement or disposed of in a manner that results in City bcing reimbursed at fair market value less value attributable to non-CDBO expenditurcs. 6 OTHER PROORAM REOUIREMENTS Contractor 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 Opportumty Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurancc Program, f) Relocation and Acquisition, g) Employment and Contractmg Opportunities, h) Lead- based paint, i) Usc of Dcbarred, Suspended or Ineligible Contractors or Sub-recipients, j) Umform Admmistrative Requirements and Cost Principals, k) Conflict of Interest, and I) Displacement. 7 BILINGUAL ASSITANCE Contractor will provide bilingual professIOnal staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's admmistrative procedures must be in compliance with the followmg regulations: A. OMB Circular A-122, Cost Pnnciples for Non-Profit Organizations. B. OMB Circular A-I 10, Uniform Administrative Requlrements for Orant and Othcr Agrccmcnts with Institutions of Higher Education, Hospitals and Othcr Non- Profit Organizations. C Paragraph (b) of Section 570.502 of sub-part J of 24 CFR liS, Common Rule of Uniform Administrative ReqUirements for Grants and Cooperative Agreements with State and Local Governments. o Section 44 6 of 24 CPR ParI 44 (Non-Federal Oovenmlent Audit ReqUirements), Common Rule of UmfonTI AdmInistrative Rcquirements for Orants and Cooperative Agreements with State and Local Governmcnts Consulting Services Agreement between City of Dublin and Bay Area Community ServicesPage 3 of Exhibit 2006 clQof/30 Consulting Services Agreement between City of Dublin and Bay Area Community ServicesPage 4 of Exhibit 2006 3D 01- /30 Consulting Services Agreement between City of Dublin and Bay Area Community Services Page 5 of Exhibit 2006 31aF eo CONSULTING SERVICES AGREEMENT BRTWEEN THE CITY OF DUBLIN AND Community Resources for Independent Living (C .R.LL.) THIS AOREEMENT for consulting services is made by and between the City of Dublin ("City") and Comlmmity Rcsourccs for Indcpcndcnt Living (C.R.LL.) ("Consultant") as of May 16,2006. RECTT ALS I The County of Alamcda has CIltcrcd into a Orant Agreement with the Unitcd States Department of Housing and Urban Development ("HUD") for a Community Developmcnt Block Grant ("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 he daled July I, 2006, whereby certam Community Development Block Grant ("CDGB") grant flUlds received by the County are distributcd to the City for use in Community Development Block Orant Programs and e1igiblc activities ("CDBG Programs"). 3 Consultant desircs to pcrform scrviccs, described in Exhibit A to this Agrcement, that are CDBO Programs. 4 City desires that such services be performed by Consultant, and Consultant Agrees to render such scrviccs, as morc particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agrcc as follows. Section 1. SERVICES. Subjcct to thc tcrms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attachcd as Exhibit A at the time and place and in the manner specified therein. In the evcnt of a conflict in or inconsistency between lhe terms OfthlS Agreement and Rxhibit A, the Agreement shall prevail. 1.1 Term of Services. The ternl of this Agreement shall begm on July 1, 2006 and shall end on Junc 30, 2007 Consultant shall complete the work described in Exhibit A. Scone of Services prior to June 30, 2007, unless the term of the Agreement is otherwise terminated or extended, as provided for m Section 8. Thc timc provided to Consultant to complctc the services required by this Agreement shall nol affect the City's nght to terminatc the Agreement, as provided for m Section 8 1.2 Standard of Performance. Consullant shall perform all scrvices required pursuant to this Agreement in the maimer and accordmg to tbe standards observed by a competent practitioner of the profession in which Consultant IS engaged in the geographical area in which Consultant practices its profession. Consultant Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 1 of 15 Attachment 4 3;20(130 shall prcparc all work products rcquircd by this Agreement in a substantial, first~ class manncr and shall conform to the standards of quality normally observed by a person practicing In 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, in its sole discretion, at any time during the term of tlllS Agreement, deSIres the reassignment of any such persons, Consultant shall, immedIately upon recelYlllg noticc from City of such dcsirc of City, rcassign such person or persons. 1.4 :rim!, Consultant shall dcvotc such time to the performance of servIces pursuant to this Agrccmcnt as may bc rcasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations herelUlder 1.5 Procurement Procedures. Consultant is requlfed to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-I 10 and A-Ill (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agrccmcnt. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Ten Thousand Three Hundred Dollars ($10,300) notwithstanding any contrary mdlcations that may be containcd in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict bctween this Agreement and Consultant's proposal, attached as ExhibIt A. Scope of Services regarding 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 manner set forth herein. All compensation is dependent on receipt of CDBO funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for serviccs rcndercd pursuant to this Agreement. Consultant shall submIt allmvolces to City In the manner specified hcrcin. Except as speCIfically authorized hy City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree tllat compensation pmd by City to Consultant under thIs Agreement IS based upon Consultant's estimated costs of providing the services required herelUlder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, thc parties further agree that compcnsation hereunder is intended to include the costs of contribuhons to any pensIOns an(Vor annuItIes to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has nO responsibility for such contributions beyond compensation rcquircd undcr this Agreement. 2.1 Budl!et. Consultant shall request compensation consistcnt with thc budgct prOVIded and mcluded as Exhibit B. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 2 of 15 33 (') F I.?-'() 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of tIns Agreement, based on the cost for scrviccs performcd and reimbursable costs incurred pnor to the InVOIce date. Invoices shall contain the following information: . Serial identifications of progress bills; I.e., Progress Bill No. I for the first invoice, etc., . The beginning and endmg dates ofthe billing period; . A Task Summary containing the ongmal contract amount, the amOlmt of prior billings, the total due this penod, the balance availablc under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B. Budl!:ct. . At City's option, for each work item in each task, a copy ofthc applicable time entries or time sheets shall be submitted showing the name of the person doing the work, thc hours spent by each person, a bnef descnptlOn ofthe work, and each relmhursahle expense; . The total numher of hours of work performcd under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performmg services hereunder, as well as a separatc notice whcn thc total number of hours of work by Consultant and any individual cmploycc, agent, or subcontractor of Consultant reaches or exec cds 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 Payment. City shall make monthly payments, hased On mvolces received, tor services satisfactorily pcrformed, and for authorized reimbursable costs Incurred. City shall have 45 days from the receipt of an invoice that complies with all ofthe requirements ahove to pay Consultant. 2.4 Final Pavment. 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 Complehon Report as required by County pursuant to agreement between City and County of Alamcda, signed and dated May 16,2006. 2.5 Total Payment. City shall pay for the scrvices to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any cxtra, furthcr, or additional scrvice pursuant to this Agrcement. In nO event shall Consultant submit any involce for an amount in cxccss of thc maximum amount of compensation provided above either for a task or for thc CIltire Agrccmcnt, unlcss the Agrcement is modified pnor to the submission 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 ?4 t) (' I YJ 2.6 Payment of Taxes. Consultant is solely responsihle for the payment of employment taxes incurrcd under this Agreement and any Similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensatc the Consultant for all outstanding costs and reimbursable expenses incurred for work sahsfactorily completed as of the datc of written notice of termmatlOn. Consultant shall maintain adequate logs and timesheets in ordcr to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement duong 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 facilitics and equipment listed in this section, and only under the terms and conditions set forth hcrcin. City shall furnish physical facilities such as desks, filing cabmets, and conference space, as may be reasonably necessary for Consultant's use whilc consulting with City employees and reviewing records and the informatIOn m possessIOn of the City The location, quantity, and time of furnishing those facilities shall be in the sole discrehon of City In nO event shall City be ohligated to furnish any facility that may involvc incurring any direct expense, including hut not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REOUlREMENTS. Before beginning any work under this Agreement, 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 connection with the performancc of thc work hereunder by the Consultant and its agents, representatlYes, empluyees, and suhcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requlrClDents 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 Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall n\Jt allow any subcontractor to commence work On any subcontract until Consultant has obtamed all Insurance rcquircd herein for the suhcontraclor( s) and provided evidence thcrcof to City Verification of the rcq uired insurance shall be submitted and !Dade part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expensc, maintain Statutory Workers' Compensation Insurancc and Employer's Liability lnsurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 4 of 15 35 of i?D The Statutory Workers' Compensation Insurance and Employer's Liability Insurancc shall bc providcd with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) pcr accident. In the alternative, Consultant may rely on a self-insurance program to meet thosc rcquirements, but only if the program of self-insurance complies fully wIth the provIsions ofthc California Labor Code. Dctcrmination of whether a self-insurance program meets the standards of the Labor Code shall be solely in thc discretion of the Contract Admmistrator The Insurer, If Insurance IS provided, or the Consultant, if a program of self-insurance IS proVIded, shall waIve all nghts of subrogation against thc City and its officers, officials, employees, and volunteers for loss ansmg from work performed under this Agrccmcnt. An endorscmcnt shall statc that coverage shall not be canceled except after thIrty (30) days' prior written noticc by ccrtifjed mail, return receIpt requested, to the City Consnltant shall notify City within 14 days of notification from Consullant's insurer if such coverage is suspcnded, voided or reduced in coverage or m hmlts. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maIntain commercml general and automobile liability insurance for the term of this Agreement m an amount not less than ONE MILLION DOLLARS ($1,000,00000) per occurrence, combined single limit coverage for risks associated with the work contemplated hy thIs Agreement. If a Commercial Oeneral Liability Insurance or an Automobile Liability form or other form with a general aggrcgatc limit is used, either the general aggregate hmJt shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall bc at least twice the required occurrence limIt. Such coverage shall include but shall not be limitcd to, protection against claims arising from bodily and personal Injury, Including dcath resulting therefrom, and damage to property resultmg from activitics contemplated under this Agreement, includmg the use of owned and non-owncd automobiles. 4.2.2 Minimum scone of coveral!e. CommercIal general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrencc form CO 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering{;omprehensive Oeneral Llabihty and Insurance Services Office fonn number GL 0404 covering Broad Form Comprehensive General Liability Automohile coverage shall bc at least as broad as Insurance Services Office Automobile Llahility form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall he attached hmltmg the coverage, Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 5 of 15 30" f f?;() 4.2.3 Additional requirements. Each of the following shall be IIlcluded III the Illsurance coverage or added as an endorscmcnt to the policy' a. City and its officers, employees, agents, and vo1untecrs shall bc covered as additional insureds with respect to cach of thc following: liability arising out of activItIes perfonned by or on behalf of Consultant, including the insurcd's general supervision of Consultant; products and completed operations of Consultant; prcmises 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 t(} City Or Its officers, employccs, agents, or vohmteers. 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 primary insurance with rcspcct to the City and its officers, officials, employees and volunteers, and that no insurance or self-Illsurance maIntamed hy the City shall be callcd upon to contribute to a loss under the covemge. 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 endorsement shall state that coverage shall not be canceled cxcept aftcr thirty (30) days' prior written notIce by cerhfied mail, rctum rcccipt rcquested, has been given to the City Consultant shall notify City within 14 days of notificatIon from Consultant's insurer if such covcragc is suspended, voided or reduced in coverage or III limits. 4.3 Professional Liability Insurance. Consultant, at Its own cost and expense, shall maintain for the pcriod covered by this Agreement professIOnal liability insurance for licensed professionals pcrforming work pursuant to thiS Agreement In an amount not less than ONE MILLION DOLLARS ($1,000,000) covenng the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-Illsured retention shall not cxcccd $150,000 per claim. 4.3.2 An endorsement shall state that covcragc shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 6 of 15 37 ~ f' /:30 1l1lfty (30) days' prior written noticc by certified mail, return receipt requested, has heen gIVen to the City. 4.3.3 "Tbe policy must contain a cross Iiabihty or severability of intcrcst clausc. 4.3.4 The following provisions shall apply if the professIOnal liability coverages are wntten on a claims-made form. a. Thc rctroactivc datc of the policy must be shown and must be before the date of the Agrecment. h Insurance must he maintained and cvidence of insurance must be provided for at least five ycars after completion of the Agreement or the work, so long as commcrcially available 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 prcccdcs thc date of this Agreement, Consultant must provIde cxtended rcporting coverage for a minimum of five years after completion of the Agreemcnt or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of thc policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reportmg requirements must be submittcd to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by thiS sechon IS to he placed With msurers With a Bests' rating of no lcss than A. VII. 4.4.2 Verification of coveral!e. Prior to begmnIng any work under this Agrccmcnt, Consultant shall furnish City with certIficates of insurance and with original endorsements effecting coverage reqUIred herein. The certilicatcs and cndorscments for each insurance policy are to he SIgned hy a person authorizcd by that insurer to bind coverage on its hehal f. The City reserves the right to rcquire complete, certified copies of all required insurance poliCies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under ItS pohcles or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herem. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 7 of 15 ::1 of CD 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determmatlOn that the coverages, scopc, limits, and forms of such insurance are either not commercmlly 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-insured retentions and deductib1es bcforc bcginning any of the services or work called for by any term of this Agreement. Dunng the period covered hy this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase s\lch deductibles or self-insured retcntions with respect to City, its officers, employees, agents. and volunteers. The Contract Administrator may condition approval of an increase m deductible or self-insurcd retention levcls with a requirement that Consultant procure a bond, guaranteeing payment of 10sscs and related investigations, claim admimstratJOn, and dcfcnsc cxpcnscs that is satisfactory in all respects to each ofthem. 4.4.6 Notice of Reduction in Coveral!e. In the event that any coverage required hy this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written noticc to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant IS notified ofthe change in covcragc. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within thc time herein required, City may, at its sole option exercise any of the following remedics, which arc alternatives to other remedies City may have and are not thc exclusive remedy for Consultant's breach: . Obtain such insurance and deduct and retalll the amount of the premiums for such insurancc from any sums due under the Agreement; . Order Consultant to stop work under this Agreement or withhold any payment that hecomes due to Consultant hcrcunder, or both stop work and withhold any payment, until Consultant dcmonstrates compliance with. the requirements hereof; and/or . Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shallmdemnify, defend with counsel selected hy 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 .3 c; tJ f' /3D liability, claIms, SUIts, actions, damages, and causes of action arising out of any personal injury, bodily mjury, 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 negligcnt acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which thcy could bc hcld strictly liable, or by the quality or character of their work. The torcgoing obligation of Consultant shall not apply whcn (I) the injury, loss of life, damage to property, or violation of law anses wholly from the negligence or willful misconduct of the City or Its officers, employees, agents, or volunteers and (2) the ac1ions of Consnltant or its cmployccs, subcontractor, or agcnts havc contributcd in no part to the injury, loss of hfe, damage to property, or viola1ion 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 msurance certIficates and endorsements requircd under this Agreement does not reheve Consultant from liability under thIS indemnification and hold harmless clause. This indemmficatlon and hold harmless clause shall apply to any damagcs or chums for damages whether or not such msurance pohcies shall have heen determined to apply By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material elcment of consideration. In the event that Consultant or any employee, agcnt, or subcontractor of Consultant providing services under this Agreement is detem1ined by a court of competent jurisdiction or the Cahfomla Pubhc Employees RetIrement System (PERS) to be eligible for enrollmcnt 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 henefits on behalf of Consultant or its employees, agents, or suhcontractors, as well as for the payment of any penaltIes and mterest on such contributIOns, whIch would otherwise be the responsibility of City Section 6. 6.1 STATUS OF CONSULTANT. Independent Contractor. At ail times during the tcrm of this Agrecmcnt, Consultant shall he an mdependent 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 Agrccment and assignment of persollllel pursuant to Subparagraph 1.3, however, otherwise City shall not havc the right to control the means by which Consultant accomplishes servIces rendered pursuant to this Agreemcnt. 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 services under this Agreement shall not quahfy for or hecome enhtled to, and hcrcby agrcc to waivc any and all clmms to, any compensa1ion, benefit, or any incident of employment by City, includmg but not hmlted to eligihihty 10 enroll in the California Public Employees Retirement System (PERSl as an employee of City and entitlement to any contribution to be paid hy City for cmploycr 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 1-0 /J P /?xJ 6.2 Consultant No Al!ent. Except as City may specify in writing, Consultant shall have nO authority, exprcss 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 10 bind City to any obligation whatsoever Section 7. LEGAL REQUIREMENTS. 7.1 Governinl! Law. The laws of the State of California shall govcrn this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hercundcr 7.3 Other Governmental Refulations. To the extent that this Agreement may be i\mded by fiscal assistance from another 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 the generality of the foregoing, Consultant and any subcontractors shall comply with the Commumly Developmcnt Block Orant Additional Terms 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, permits, qualifications, and approvals of whatsoevcr nature that are legally required to practicc thcir respective profeSSIOns. Consultant represents and warrants to City that Consultant and its emp1oyecs, agents, any subcontractors shall, at their sole cost and expense, keep ill effect at all timcs during the term of this Agreement any licenses, permits, and approvals that arc legally required to practicc their respective professions. In additIOn to Ihe foregoing, Consultant and any subcontractors shall obtain and maintall1 dunng the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminatc, 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 orientation, against any employee, applicant for employment, subcontractor, biddcr for a subcontract, or participant 10, reCIpIent of, or applicant 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 requirements rclatcd to cqual opportunity and nondiscnmmation in employment, contractmg, and the provision of any services that are the suhject of th,S Agrccment, including but not limited to the satisfaction of any positive ohligations required of Consultant thereby Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 10 of 15 4- I 0 f /?llJ Consultant shall include the provIsIOns of this Subsection III any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreemcnt at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' writtcn noticc to City and shall includc in such notice the reasons for cancellahon. In the event of termmation, Consultant shall be entitled to compensation for services performed to the effective date of tennination; City, howcvcr, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, vidco and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or thc City in connection with this Agreement. 8.2 Extension. City may, in its sole and exelusive discretion, extend the end date of this Agreement heyond that provided for in Subsection I I Any such extensIOn shall require a written amendment to thIs Agreement, as providcd 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 providcd for in this Agreement. Similarly, unless authonzed hy the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expcnscs incurred during the extension period. 8.3 Amendments. The parties may amend thIS Agreement only by a writing signed by all the parties. 8.4 Assilmment and Subcontractinl!. City and Consultant recognize and agree that thiS Agreement contemplates personal perfonnancc by Consultant and is based upon a determmahon of Consultant's uniquc pcrsonal 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 therem without the pnOT wnlten approval of thc Contract Administrator Consultant shall not subcontract any portIOn of the perfonnancc contemplated and provided for herein, other than to the suhcontractors notcd in the proposal, without prior written approval of the Contract AdmInistrator 8.5 Survival. All ohligations arising prior to the termination of this Agreement and all provisions of thts Agreement allocating liahility betwccn City and Consultant shall survive the tcnnination of this Agreement. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 11 of 15 4:< () f /?() 8.6 Ootions UDon Breach bv Consultant. If Consultant matenaUy breaches any of thc tcrms ofthis Agreement, CIty's remedJes shall included, but not be limited to, the foUowmg: 8.6. t Immediately tcrminate the Agreement; 8.6.2 Retain the plans, spccifications, drawings, reports, design documcnts, and any other work product prcpared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described m Exhibit A not finishcd by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complctc thc work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed thc 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, in electromc or any other fornI, that Consultant prepares or obtains pursuant to thIS Agreement and that rclate to the matters covered hereunder shall be the property of the City It is understood and agreed that the documents and other matcrials, including but not limIted to those described above, prepared pursuant to this Agreement arc prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, lUltil final approval by City, all data, plans, specIfications, reports and other documents are confidential and will not bc released to third partics without prior written consent of both partics. Consultant shall be responsible for mallltaming 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 request, consultant shall dehver any required rccords or docwnents to the City within a rcasonablc amount oftime. 9.2 Consultant's Books and Records. Consultant shaU mallltaIn any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents eVldencmg or relating to charges for services or expendItures and disbursements charged to the City under this Agrecmcnt for a minimum of three (3) years, or for any longer period required hy law, Irom thc date of final payment to the Consultant to this Agrccment. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 12 of 15 43 D f' j:D 9.3 Inspection and Audit of Records. Any records or documcnts that Section 9.2 of this Agreemcnt rcquircs Consultant to maintain shall he made available for mspechon, audit, and/or copying at any time during regular busmess hours, upon oral or written request of the City Under California Oovemment Code Section 8540.7, if the amount of public funds expended under this Agrccmcnt cxcccds TEN THOUSAND DOLLARS ($10,000.00), thc Agreement shall be subject to the examination and audit of the State AudItor, at the requcst 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 Attornevs' Fees. If a party to this Agreement brings any action, including an actIOn for declaratory relief, to enforcc or interpret the provISIon of thiS Agreement, the prevaihng party shall be entitled to rcasonable attorneys' fees in addition to any other reliefto which that party may bc cntitled. The court may set such fees in the same achon or In a separate action brought for that pUlpose. 10.2 Venue. In the event that either party bnngs any action against the othcr under this Agrccment, the parties agree that trial of such action shall be vcstcd exclUSively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severabilltv. If a court of competent jurisdiction finds or rules that any prOVIsIon of thIs Agreement is invalid, void, or unenforceable, the provisions of thIs Agreement not so adjudged shall remain in full force and effect. The invalidIty In whole or in part of any provIsIOn of this Agrccmcnt shall not void or affect the validity of any other provISIon of thIs Agreement. lOA No Implied Waiver of Breach. Thc waiver of any breach of a specific provIsion of this Agreement does not constitute a waiver of any other breach of that term or any otller term of this Agreement. 10.5 Succcssors and Assll!ns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the succcssors and assigns of the parties. 10.6 Use of Recvcled Products. Consultant shall prepare and suhmit all reports, written studies and other pnnted material on rccyclcd paper to the extent It IS availab1c at cqual or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other chents, hut none whose achvltJes Within the corporate limits of City or whose busmess, regardless of location, would place Consultant In a "conllict of intcrest," as tlIat tenn is defined Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 13 of 15 44 of' /70 in the Political Reform Act, codified at California Government Codc Scction 81000 e! seq. Consultant shall not cmploy any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financJalmterest in this Agreement that would vIOlate California Governmcnt Code Sections 1090 e! seq. Consultant hereby warrants that it IS not now, nor has it becn in the previous twclvc (12) months, an employee, agent, appomtee, or official of thc City If Consultant was an employee, agent, appomtee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manncr in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code ~ 1090 e!.seq., thc cntire Agreement is vOId and Consultant will not be entitled to any compensahon for services pcrformed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums pmd to the Consultant. Consultant understands that, in addition to the foregomg, It may bc subject to criminal prosecution for a violation of Oovennnent Code ~ 1090 and, if applicable, will bc dlsquahfied from holding public officc in the State of Cali forma. IO.ll Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or intcrvicw rclatcd to this Agreement, either orally or through any written materials. 10.9 COntract Administration. This Agreement shall be administered by the Community Development Director or his designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or hcr dcsigncc. 10.10 Notices. Any Wlltlen notice to Consultant shall be sent to Community Resources for Independent Livmg (C.R.LL.) Chris Film, President, Board of Directors 439 A Street Hayward, CA 945611 Any wntten notice to City shall he sent to. Community Dcvelopmcnt Dircctor City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006 Page 14 of 15 15~fl3<J 10.11 Jntel!ration. This Agreement, including the scope of work attached hereto and incorporated herem as Exhibit A, the budget attached hereto and mcorporated herein as Exhibit B, and the Community Development Block Orant Additional Terms and Conditions as Exhibit C represents the entire and integrated agreement between City and Consultant and supersedes all pnor negotiations, represcntations, or agreements, eIther written or oral. CITY OF DUBLIN Community Resources for Independent LVI (CKl.L.) JanetLockhart,~ayor ChrIs r.nf\ PresIdent, Board of Directors Attest: Fawn Holman, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between City of Dublin and Bay Area Community Services 2006' Page 15 of 15 460f /?iJ EXHIBIT A SCOPE OF SERVICES Community Resources for Independent Living (CRIL) will serve 75 low income Dublin seniors, residents with disabilities and their families 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. CRIL will educate persons with disabilities around transportation access and advocacy. Benchmarks: 1. General service to 75 persons with disabilities and their families who live in Dublin. 2. Assist 20 persons with in~depth services. 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 willi disabilities. --------------~-~-~------~~~~~-~-----------------~---~~--~-------------------~--------------~---~~---------- Consulting Services Agreement between City of Dublin and Community Resources for Independent Living 2006.2007 Page 1 of Exhibit A EXHIBIT B CRIL BUDGET Administratwn Staff Salaries and Benefits $9,348 $ 272 Office Expenses Contract Services $ 315 Insurance $ 122 Occupancy Rent and Other $ 100 Telephone $ 143 TOTAL GRANT REQUEST $10,300 470 f 13lJ _______~~~_~________~~____M________________~______________~___~____________________~_________~______________ Consulting Services Agreement between City of Dublin and CRIL - Exhibit B 2006 Page] of! 'fz"f/~ EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS PROGRAM MONITORING AND EV ALUA nON A. Contractor shall be monitored and evaluated ill terms of its effectiveness and timely compliance with the provIsIOnS of this Agreement and the effective and efficJent achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in thJS Agreement and shall make qu3rterly written reports to City I The quarterly wntten reports shall include, but shall not be limited to the following data elements: a, Title of program, listing of components, descnptlOn of acti VJti es/ operatIOn s. b Service area (i.e., citYWJde, etc., including applicable census tracts) . c. Ooals - the projected goals, mdicated numencally, and also the goals achJeved (for each report period). In addition, Identify by percentage and descnption, the progress achieved towards meeting thc specified goals; additionally, identify any problems encountered ill meeting goals. d. Beneficlanes - provide the following: i) total number of direct beneficiaries. ii) Pcrccnt of total number of direct beneficiaries who are: Low and moderate income Low income American Indian or Alaska Native Asian Black or African American Nativc Hawaiian or Other Pacific Islander White American Indian or Alaska Native and White Asian and White Black or African Amencan and White Consulting Services Agreement between City of Dublin and C.R.I.L. Page t of Exhibit C 2006 49ct (3ZJ American 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 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 fi ftecnth 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 City shall have ultimate responsibility for overall project monitonng 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. 0, The Contractor shall follow audit requirements ofthe Single Audit Act and OMB Circular A-I28. 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-IIO, with prior approval or consent of City B. Program income received by Contractor shall be returned to City for future application to eligible projects. C Program income from Urban City-funded acbvities undertaken by or within an Urban City jurisdicbon that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City 3. UNIFORM ADMINISTRATIVE REOUIREMENTS Contractor shall comply with Uniform Administrative ReqUIrements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4 RELIGIOUS ACTIVITY PROHffiITION There shall be no religIOUS worship, instruction, or proselytization as part of, or III connection with the performance of this Agreement. Consulting Services Agreement between City of Dublin and C.R.I.L. Pagel of Exhibit C 2006 5!J /') f /?/) 5 REVERSION OF ASSETS A. Upon the expiratIOn of this Agrecment, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBO funds. B. Real property in excess of $25,000, obtained m whole or in part with CDBO funds must be used to meet one of the national objectives for a minimum of five years after the expirabon of this Agreement or disposed of 111 a manner that results In City being reimbursed at faIr market value less value attributable to non-CDBO expenditures. 6. OTHER PROORAM REOUIREMENTS Contractor cerhfies that it will carry out each activity in comphance 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 Flood Insurance Program, f) Relocahon and Acquisition, g) Employment and Contractmg Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requm~ments and Cost Principals, k) Conflict ofTnterest, and I) DIsplacement. 7 BlLlNOUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8 COMPLIANCE WITH FEDERAL REOULA nONS Contractor's admmistrative procedures must be in compliance with the following regulations: A. OMB Circular A- 122, Cost Principles for Non-Profit OrganIzations. B. OMB Circular A-I 10, Uniform Administrative Requirements for Orant 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 AdministratIve Requirements for Grants and Cooperative Agreements with State and Local Oovemments. D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Admmistrative ReqUIrements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between City of Dublin and C.R.I.L. Page 3 of Exhibit C 2006 5/of/30 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND Open Heart Kitchen THIS AGREEMENT for consulting services is made by <IJld between the City of Dublin ("City") and Open Heart KItchen ("Consultant") as of May 16, 2006. RECITALS 1 The County of Alameda has cntcred 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 Commumty Development Act of 1974 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1, 2006, wherehy certain Community Development Block Grant ("CDOB") grant funds received by the COlUlty are distnbuted to the City for use III Community Development Block Grant Programs and eligible actJVJhes ("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 he 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 hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Suhject to the terms and conditIOns set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time 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 tenn of this Agreement shall begin on July 1, 2006 and shall end On June 30, 2007. Consultant shall complete the work described in Exhibit A. Scone of Services pnor to June 30, 2007, unless the term of the Agreement is othcrwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the servIces required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. 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 in thc geographical area in which Consultant practices its profession, Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Open Heart KitchenPage 1 ofT 5 2006 Attachment 5 :5; tr/- !:3,o class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assil!'nment of Personnel. Consultant shall assign only competent personnel to pcrform services pursuant to tlus 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 noticc from City of such desire of City, reasslgn such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1 I above and to satisfy 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-ll0 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 hcrcby agrees to pay Consultant a sum not to excecd Ten Thousand Dollars ($10,000) notwithstanding any contrary indicatIOns that may be contained in Consultant's proposal, for services to be performed and reimbursablc costs mcurred under this Agrccment. In thc event of a conflict bctween this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amolUlt of compensation, the Agrecment shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in thc manner set forth herem. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments spcclfied below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all inVOICes to City m the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplIcate services performed by more than one person. Consultant and City acknowlcdgc and agree that compensation paid by City to Consultant under this Agreement IS bascd upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pcnsions 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 requircd under this Agreement. 2.1 Budl!'et. Consultant shall requcst compensation consIstent with the budget provided and included as Exhibit B. 2.2 Invoices. Consultant shall submIt lllvoices, not more often than once a month preferably quarterly, during the term of this Agreemcnt, based on the cost for Consultmg Services Agreement between City of Dublin and Open Heart KitchenPage 2 of 15 2006 .530/-' /20 scrvices performed and reImbursable costs incurred pnor to the mvoice date. Invoices shall contam the following informatIOn: . Serial identifications of progress bills; J.e., Progress Bill No. 1 for the first invoIce, etc., The beginning and ending dates of the billing penod; A Task Summary contaimng the original contract amount, the amount of prior billings, thc total due this penod, the balance available lUlder 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 apphcable time entnes or time sheets shall be submitted showing the name of the person dOlllg the work, the hours spent by each 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 number of hours of work by Consultant and any mdJVjdual 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 in Exhibit A. Scope of Services. The Consultant's signature. . . . . . 2.3 Monthlv Pavment. 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 ofthc requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last mvoice due pursuant to this Agreement within 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 betwccn 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 Agrecment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant III rendering 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 maximum amount of compensation provided above either for a task or for the entire Agreement, unJess the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2006 Consulting Services Agreement between City of Duhlin and Open Heart KitchenPage 3 of 15 54 o.p /30 2.6 Pavment of Taxes. Consultant IS solely responsible for the payment of employment taxcs incurred under this Agreement and any similar federal or state taxes. 2.7 Payment 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 reimbursable expenses incurred for work sabsfactorily completed as of the date of wntten notice of termination. Consultant shall maintain adequate logs and timesheets III order to venfy costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begm providing services under the tcrms of this Agreement dunng the period listed in Seetion 1.1 Section 3. FACILITIES AND EOUJPMENT. Except as set forth herem, 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 sechon, and only under the terms and conditions set forth hercin. City shall furnIsh phYSIcal facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City The location, quantity, and time of fumlshmg those facihtles shall be in the sole discretion of City. In no event shall City be obligated to fumlsh any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or othcr communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REOUlREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expensc, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may anse from or in connection with the performance of the work hereunder by the Consultant and its agents, representativcs, 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 term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work On any suhcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City Verification 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, maintam Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Consulting ServIces Agreement hetween City of Dublin and Open Heart KitchenPage 4 of 15 2006 55 of /30 Insurance shall be providcd with limits 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 the program of self~insurance complies fully wIth the provisions of the California Labor Code. DetennmatJon of whethcr a self-insurance program meets the standards of the Labor Code shall be solely m the discretion of the Contract Administrator The insurer, if insurance is provided, or the Consultant, if a program of self-msurance is provided, shall wmve all rights of subrogation agmnst the City and its officers, officials, employees, and volunteers for loss arising from work perfonned under this Agrccment. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' poor written notice by certified mail, return receipt requested, to the City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, vOIded or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Jnsurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintalll commercial general and automobile liability insurance for the tenn of this Agreement III an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined slllgle limIt coverage for nsks assocIated with the work contemplated by this Agreement. If a CommercIal Oeneral 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 he performed lUlder this Agreement or the gcneral aggregate limIt shall be at least twice the rcquired occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal mjury, including death resulting therefrom, and damage to property resulting from activities contemplated under tbis Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coveral!e. ConnnercJaI general coverage shall be at least as broad as Insurance Services Office Commercial Oeneral Liability occurrence form CO 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive Oeneral Liability and Insurance Services Office form number OL 0404 covering Broad Form Comprehensive Oeneral Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (cd. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between City of Dublin and Open Heart KitcheuPage 5 of 15 2006 5 fa 0 r J 30 4.2.3 Additional requirements. Each of the followmg shall be included In the insurance coverage or added as an endorsement to the pohcy' a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: hability ansing out of activities perfowed by or on behalf of Consultant, including the Insured's general supervision of COnsultant; products and completed operations of Consultant; premises owned, occupJed, 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, employees, agents, or volunteers. b. The insurance shall cover On an occurrence or an accident basis, and not on a claims-made hasls. c. An endorscment 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-msurance maintmned 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 policy shall not affect coverage proVided to CITY and its officers, employees, agents, and vollUlteers. e. An. endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by thIS Agreement professionalliabihty msuranee for licensed professionals performmg work pursuant to this Agreement in 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, canccled by either party, reduced in coverage or in limits, except after Consultmg ServICes Agreement between City of Dublin and Open Heart KitchenPage 6 of IS 2006 :5 70 f /3) thirty (30) days' prior wntten notice by certified mail, return receipt requcstcd, has becn given to the City 4.3.3 The policy must contam a cross liability or severability of mterest clause. 4.3.4 The followmg provisions shall apply if the professional liability coverages are written on a c1alllls-made form. a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b Insurance must be mamtained and evidence of msurance 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 claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extcnded reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercisc, at the Consultant's sole cost and expense, any extended reportmg provisions of the policy, If the Consultant canccls 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 tillS Agreemcnt. 4.4 All Policies Rcauirements. 4.4.1 Accevtability of insurers. All insurance required by thIS section IS to be placed with insurers with a Bests' rating of nO less than A,VTT. 4.4.2 Verification of coveral:!e. Prior to beginning any work under this Agreement, Consultant shall furnish City WIth certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurallce policy are to be signed by a person authorized by that insurcr to bind coverage on its behalf. The City reserves the right to requue complete, certified copies of all required 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 Serviccs Agreement between City of Dublin and Open Hcart KitchenPage 7 of 15 2006 5t () f /20 4.4.4 Variation. The City may approve a vanation in the foregoing insurancc reqUIrements, upon a detennination that the coverages, scope, limits, and forms of such msurance 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 obtain the approval of City for the self-insured retentions and deductibles before beginning any of the servlces or work called for by any term of thIs Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may mcrease such deductibles or self-insured retentions with respect to City, its officers, employccs, agents, and volunteers. The Contract Administrator may conditIOn approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteelllg payment of losses and related investigations, clalm administratiOn, and defense expenses that is satJsfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveral!e. In the event that any coverage rcquired by this section is reduced, hmi ted, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's carli est 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 fails to provide or maintain any insurance policlCs or policy endorsements to the extent and within the time herein required, 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 insurance and deduct and retain the amount of the premlUms for such insurance from any sums due under the Agreement; . Order Consultant to stop work under th,S Agreement or withhold any payment that becomcs due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or . Terminate this Agreement. Seetion 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall mdemmfy, defend with counsel selected by the City, and hold harmless thc City and its officials, officers, employees, agents, and volunteers from and agamst any and all losses, Consulting Services Agreement between City ofDubhn and Open Heart KitchenPage 8 of 15 2006 SQc;f/3f) liability, claims, SUIts, aCl1ons, damages, and causes of action arising out of any personal lllJury, bodily injury, loss of life, or damage to property, or any VIOlatIOn of any federal, state, or municipal law or ordinance, to the cxtent caused, in whole or in part, by the willful misconduct or negligcnt acts or omissIOns of Consultant or its employees, subcontractors, or agents, by acts for which they could be held stnctly liable, or by the quality or character of then work. The foregoing obligation of Consultant shall not apply when 0) the mjury, loss of life, 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, subcontractor, or agents have contributed in no part to the injury, 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 m Section 2778 of the CalIfornia Civil Code. Acceptance by City of msurance certificates and endorsements required under this Agreemcnt does not relieve Consultant Hum liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such lllsurance policies shall have been determined to apply By execul10n of this Agreement, Consultant acknowledgcs and agrees to the provisions of this Section and that It IS a material element of consideratlOn. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing servlces under this Agreement is determined by a court of competent jurisdiction or thc CahfoIllla Public Employees Retirement System (PERSl to be eligible for enrollment in PERS as an enlployee of City, Consultant shall indemmfy, defend, and hold harmlcss City for the payment of any employee and/or employer contributJOns for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and intcrcst on such contributIons, whIch would otherwise be the responsibility of City Section 6. 6.1 STATUS OF CONSULTANT. Independent Contractor. At all lImes during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City City shaJ1 have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of persolllJel pursuant to Subparagraph 1.3, however, otherwise City shall not havc the right to control the means by which Consultant accomplishes services rendered pursuant to thls 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 services under this Agreement shall not qualify for or become entitled 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 eligibihty to enroll in the Cahfornia Public Employees RetIrement System (PERS) as an employee of City and entitlement to any contribution to be paId by City for employer contnbutions and/or employee contributions for PERS benefits. 2006 Consultmg Services Agrcement between City of Dublin and Open Heart KitchenPage 9 of 15 6oof/30 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 authonty, express or Implied, pursuant to thIs Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REOUlREMENTS. 7.1 Governinl!' Law. The laws of the State of California shall govern this Agreement. 7.2 Comn!iance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work herelUlder 7.3 Other Governmental Rel!'ulations. To the cxtent that this Agreement may be funded by fiscal assistance from another govcrnmental 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 the generality of the foregomg, Consultant and any subcontractors shall comply with the Community Development Block Orant Additional Terms 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, permits, qualifications, and approvals of whatsoever nature that are legally required to practJce 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 tJmes during thc tenn 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 subcontractors shall obtain and maintam during the term of thIS Agreement valid Business Licenses from City 7.5 Nondiscrimination and EQnal Opportunity. Consultant shall not discriminate, on thc basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, 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 applicant 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 requiremcnts related to equal opportunity and nondiscrimmation in employment, contracting, and the provision of any services that are the subject of this Agreement, mc1uding but not limited to the satisfaction of any positive obligations required of Consultant thereby Consulting Scrvices Agreement hetween City of Dublin and Open Heart KitchenPage 10 of 15 2006 6/tJl/30 Consultant shall mclude the provisions of thiS Subsection m any subcontract approved by the 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 tIllS Agreement upon t1urty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, 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 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 Subsection 1 1 Any such extension shall require a written amendment to this Agreement, as provided for herem. 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 m thiS Agrecment. Simil<rrly, unless authorized by the Contract Administrator, City shall have no obligation 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 Assitmment and Subcontractinl!:. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique 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 therem Without the prior written 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 in the proposal, without prior written approval of the Contract Administrator 8.5 Survival. All obligations ansmg pnor to the termination of this Agreement and all provisions of this Agreement allocatmg liability between City and Consultant shall survive thc tcrmination of this Agreement. Consulting Services Agreement betwccn City of Dublin and Open Heart KitchenPage 11 of 15 2006 620f 130 8.6 Options upon Breach bv Consultant. If Consultant matenally breaches any of the terms of thIS Agreement, City's remedies shall included, but not be hmited to, the following: 8.6. t Immediately terminate the Agreement; 8.6.2 Rctain the plans, specifica\1ons, drawings, reports, design documents, and any other work product prepared by Consultant 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 between the cost to complete the work described in Exhibit A that is lUlfinished at the time of breach and the amolUlt tbat City would have paid Consultant pursuant to Section 2 If Consultant had completed the work. Seetion 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, spccifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covcred herelUlder shall be the property of the City. It is undcrstood and agreed that the documents 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 other use. City and Consultant agrec that, until final approval by City, all data, plans, specIfications, reports and other documents are confidential and wjll not be released to thIrd parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agrecment, including subcontracts and expenditures, and all other financial and property records in confOlmance with OB circular A-110 Upon request, consultant shall deliver any required records or documents to the City wlthm a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall mamtain any and all ledgers, books of accolUlt, invoices, 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 three (3) years, or for any longer penod required by law, from tile date of final payment to the Consultant to this Agrcement. Consulting Services Agreement between City of Dublin and Open Heart KitchenPage 12 of 15 2006 h 2, 0 f /30 9.3 Inspection and Audit of Records. Any records or documents that SectIOn 9.2 of tlus Agreement requIres Consultant to maintaJll shall be made available for inspection, audit, and/or cOPYJllg at any time during regular business hours, upon oral or written request of the City Under California Government Code SectIOn B546.7, if the amolUlt of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the exammation and 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 Attornevs' Fees. If a party to this Agreement brings any action, Illcluding an action for declaratory relief, to cnforce or interpret the provision of this Agreement, the prevaihng 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 fces in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other lUlder this Agreement, the partles agree that trial of such action shall be vested cxclusively in the state courts of California in the County of Alameda or in the United States District Court Northern Distnct of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, VOId, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The illvahdity Jll whole or in part of any provision of this Agreement shall not void or affect the validity of any other provlSlon of this Agrecment. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of thiS Agreemcnt does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assil!ns. The provisions of thIS Agreement shall Illure 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, 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 Confliet of Interest. Consultant may serve other clients, but nOne whose acbvlttes within the corporatc limits of City or whosc business, regardless of location, would place Consultant in a "conflict ofmterest," as that ternlIS defined Consultmg Services Agreemcnt between City of Dublin and Open Heart KltchenPage 13 of 15 2006 61of/30 in the Pohbcal Reform Act, codified at California Government 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 financialmterest in this Agreement that would violate California Government Code SectIons 1090 etseq Consultant hercby 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, appointce, or officIal of the City in the prevIOUS twelve months, Consultant warrants that it did not participate in any marmer in the forming of this Agreement. Consultant undcrstands that, if this Agreement IS made in violation of Government Code ~ 1 090 et.seq., the entire Agreement is void and Consultant will not be entJtled to any compensation for services performed pursuant to this Agreement, IOcluding reImbursement of expenses, and Consultant will be required to reimhurse the City for any sums paid to the Consultant. Consultant understands that, III additIOn to the foregolllg, it may be subject to criminal prosecution for a violation of Government Code ~ 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit busmess at any meeting, focus group, or intervIew related to this Agreement, either orally or through any written matenals. 10.9 Contract Administration. This Agreement shall he administered hy the COlmnunity Development Director or his designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Admimstrator or his or her designee. 10.10 Notices. Any wntten notice to Consultant shall be sent to. Open Heart Kitchen Carol Beddome, Executive Director 1141 Catalina Drive #137 Livermore, CA 94550 Any written notice to City shall be sent to' Community Dcvelopment Director City of Dublin 100 Civic Plaza Dubhn, CA 94568 Consulting Services Agreement between City of Dublin and Open Heart KitchcnPagc 14 of 15 200fl 65 of (31) 10.11 Inteeratiun. ThIs Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herem as Exhibi.t B, and the Community Development Block Grant AdditIOnal Terms and Conditions as Exhibit C represents the entire and integrated agreemcnt between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Open Heart Kltchen ~~ Janet Lockhart, Mayor Carol Beddome Execubve Director Attest: Fawn Holman, City Clerk Approved as to FODll. Ehzabeth H. Silver, City Attorney Consulting Services Agreement hetween City of Dublin and Open Heart KltchenPage 15 of 15 2006 6f/; of/3D 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. ________________________________~___.~.~~~~~~~~~___________________-r~~~__~______________"~_~~__~_~_____ Consulting Services Agreement between City of Dublin and Open Heart Kitchen 2006-2007 Page I of Exhibit A 67of/3D EXHIBIT B Budget for Open Heart Kitchen - 2006-2007 FOOD AND SUPPLIES - $10,000 6i cJ f /30 EXHIBIT C COMMUNITV DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS I PROGRAM MONITORING AND EV ALUA TlON A. Contractor shall be monitored and evaluated in terms of its effectiveness and tJmely compliance with the provisions of this Agreement and the effective and efficIent aclllevem.ent of the Program Objectives. B Contractor must undertake contllluous quantitative and quahtative evaluation of the Scope of Services as specified In thIs Agrcement and shall make quarterly written reports to City 1 The quarterly written reports shall include, but shall not be limited to the followlDg data elements: a. Title of program, listing of components, description of activi ties/operations. b. ServIce area (l.e., citywide, etc., including applicable census tracts ). c. Goals - the projected goals, indicated numencally, and also the goals achieved (for each report pcriod). In addJtJon, identify by percentage and description, the progress achieved towards meeting the specified goals; additIOnally, identify any problems cncountered in meeting goals. d. Beneficiaries - provIde the following: i) total number of dIrect beneficiaries. ii) Percent of total number of direct beneficiaries who are: Low and moderate mcome Low income American Indian or Alaska Native ASIan Black or African American Native Hawaiian or Other Pacific Islander White AmeDCan Indian or Alaska Native and WhIte Asian and WhIte Black or African Amencan and White Consulting Services Agreement between City of Dublin and Open Heart Kitchen Page 2 of Exhibit C 2006 o 'f 0 f- eo American Indian or Alaska Native and Black or African Amcrican Other (individuals who are not lllcluded 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. 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 City shall have ultimate responsibility for overall project monitoTIng and evaluation, to assist Contractor in complymg with the scope and contents of this Agreement, and to provide management inforrnation that will assist the City's policy and decision-making and managers. D The Contractor shall follow audIt requiremcnts of the Single AudIt Act and OMS 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-IIO, with prior approval or consent of City B. Program income received by Contractor shall be returned to City for future application to eligible proj ects. C. Program Illcome 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 he program income of the Urban City. 3 UNIFORM ADMINISTRATIVE REOUIREMENTS Contractor shall comply with Uniform AdmlllJstrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4 RELIGIOUS ACTIVITY PROHIBITION There shal1 be no religious worship, instruction, or proselytIzatJon as part of, or III connection with the performance ofthls Agreement. Consulting Services Agreement between City of Dublin and Open Heart Kitchen Page 3 of Exhibit C 2006 7t.h,f 1:30 5 REVERSION OF ASSETS A. Upon the expiration of thIS Agreement, Contractor shall transfer to City any CDBG funds on hand at time of cxpiration and any accounts receivable attributable to the use of CDBG funds. B. Real property In excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet onc of the national objectives for a minimum of five years after the cxpiration of this Agreement or disposed of in a manner that results in City being reImbursed at fair market value less value attributable to non-CDBG expendItures. 6. OTHER PROGRAM REOUIREMENTS Contractor certifies that it will carry out each achvlty ill 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 Flood Insurance Progr<lIl1, f) Relocation and Acquisition, g) Employment and Contractmg OpportunitIes, hI Lead- based paint, i) Use of Deharred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, kl Conflict of Interest, and I) Displacemcnt. 7 BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to scrve its clients. 8 COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-I 10, Uniform Adrnimstrahve Requirements for Grant and Other Agreements with InstitutIOns of Higher Education, Hospitals and Other Non- Profit Organizations. C Paragraph (bl of SectIOn 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Admmlstrative Requirements for Grants and Cooperative Agreements wIth State and Local Governments. D Section 446 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform AdmuustratIve 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 7/0/ /30 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND Senior Support Program of the Tri Valley THIS AGREEMENT for consulting servICes is made by and between the City of Dublin ("City") and Semor 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 Umted States Department ofHousmg and Urban Development ("RUD") 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 County of Alameda, to be dated July 1, 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 performed by Consultant, and Consultant Agrees to render such services, as more particularty 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 shall prOVIde to City the services described in the Scope of Work attachcd as Exhibit A at the time and place and in thc 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 I, 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 termmated or extended, as provided for in Section 8. Ihe time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. 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 in the geographical area III which Consultant practices its professioh. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page I ofl5 Attachment 6 12 or: /30 class manner and shall conform to the standards ofquality normally observed by a person practicing in Consultant's profession. 1.3 Assilmment 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 dunng 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 performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1 1 above and to satisfy 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-II 0 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 Four HWldred Seventy Six Dollars ($10,476) notwithstanding any contrary indicatIOns that may be 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 Services regarding 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 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 specdied herein. Except as specifically authorized 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 is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder 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 for such contributions beyond compensation required under this Agreement. 2.1 Bud!!et. Consultant shall request compensation consIstent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Senior Support Program of the Tn Valley 2006 Page 2 of 15 72, of /30 2.2 Invoices. Consultant shall submit mvoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred pnor to the invoice date. Invoices shall contain the following information: . Sena1 identifications of progress bills; i.e., Progress Bill No. I for the first invoice, etc.; The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amormt 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 against per Exhibit B. Bude:et. At City's option, for each work item in 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 ofthe work, and each reimbursable expense; The total number of hours of work performed rmder the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total nWTlher of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds SOO hours, which shall include an estimate of the time necessary to complete the work described III Exhibit A. Scope of Services. The Consultant's signature. . . . . . 2.3 Monthlv Pavment. 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 above to pay Consultant. 2.4 Final Pavment. 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 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 Pavment. 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 whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to tills Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compe,nsation provided above either for a task or for the entire Agreement, rmless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2006 Page 3 of15 Consulting Services Agreement between City of Dublin and Senior Support Program of the Tn Valley 74of/30 2.6 Pavment 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 or Consultant terminates this Agreement pursuant to SectIOn 8, the City sha1l compensate the Consultant for all outstanding costs and rClmbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant sha1l maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed III Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide a1l facilities and equipment that may be necessary to perform the services rcquired 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 facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the informatIOn in possession ofthe City The location, quantity, and time of furnishing those facilities shall be III the sole discretIOn of City In no event shall City be obhgated to furnlsb any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REOUlREMENTS. Before beginning any work under this Agreement, 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 connection with the performance of the work hereunder by the Consultant and its agents, representatives, 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 term of this Agreement. The cost of such insurance shall bc included in the Consultant's bid. 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 insurance shall be submitted and made part OfthlS 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 Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 4 of 15 75 of /30 The Statutory Workers' CompensatIOn Insurance and Employer's LiabilIty 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 requirements, but only if the program of self-Insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely m the discretion of the Contract Administrator. The msurer, 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 arislllg from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, to thc City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or III limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General reQuirements. Consultant, at its own cost and expense, shall maintain commercIal general and automobile liability insurance for the term of this Agreement m an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit 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 performed under this Agreement or the general aggregate lImit shall be at least twice the required occurrence hmit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under thlS Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coveraee. CommercIal general coverage shall he at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11188) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office fOlm 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 Services Agreement between City ofDubhn and Semor Support Program of the Tri Valley 2006 Page 5 of 15 76 0 f /30 4.2.3 Additional reauirements. Each of the following shall be included in the msurance coverage or added as an endorsement to the policy' a. City and Its officers, employees, agents, and volunteers shall be covered as additional lllsureds WIth respect to each of the following: liability arising 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, leased, or used by the Consultant. The coverage shall contain no speciallimitatJons on the scope of protectIOn afforded to City or Its officers, employees, agents, or volunteers. b. TIle 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 primary insurance with respect 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 contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reportmg provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been gIVen to the City. Consultant shall notify City within 14 days of notIfication from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall mamtain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in 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 coverage or in limits, exccpt after Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 6 of 15 7701130 thirty (30) days' prior written notice by certified mail, return recelpt 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 provisions shall apply if the professional lIability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance 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 available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced Wlth another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum 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 requirements must be submItted to the City prior to the commencement 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 placed with insurers with a Bests' rating of no less than A.Vll. 4.4.2 Verification of coveral!e. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with ongmal endorsements effectIng coverage required herein. The certificates and endorsements for each insurance policy are to be SIgned by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall funush separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subj ect to all of the requirements stated herein. Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 7 of 15 7et'f/30 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination 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 disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term ofthis Agreement. During the period covered by this Agreement, only upon the prior express 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 Administrator may condition approval of an mcrease in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related mvestigations, claim administration, and defense expenses that is satisfactory in all respects to each ofthern. 4.4.6 Notice of Reduction in Coveral!e. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant'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 fails to provide or maintam any msurance policies or policy endorsements to the extent and Within the time herein required, 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 insurance 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 Consultant demonstrates complIance with the requirements hereof; and/or . Termmate 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, and volunteers from and against any and all losses, Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 8 of 15 79 tJ I /?J) liabilIty, claIms, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or mumcipallaw 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 whIch they could be held strictly lIable, or by the qualIty or character of their work. The foregoing obligatIOn of Consultant shall not apply when (I) the injury, loss of Me, 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, subcontractor, or agents have contributed in no part to the injury, 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 the California Civil Code. Acceptance by City of insurance certificates and endorsements reqwred under this Agreement does not relieve Consultant from liabilIty nnder this indemnification and hold hannless clause. This indemnificatIOn and hold hannless clause shall apply to any damages or chums for damages whether or not such insurance policies shall have been determined to apply By execution of thJS Agreement, Consultant acknowledges and agrees to the prOVISIOns of this Section and that it IS a material 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 Jurisdiction or the California PublIc Employees Retirement System (PERS) to be eligible for enrollment III 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 employees, agents, or subcontractors, 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. IndeDeudeut 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 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 have the right to control the means by which Consultant accomplishes 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 subcontractors providing services under this Agreement shall not qualify for or become entitled 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 California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employec contributions for PERS benefits. 2006 Page 9 of 15 Consultlllg Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 'gOof/3D 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 REQUIREMENTS. 7.1 Governinl!: Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with AlmJjcahle Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Rel!ulations. To the extent that this Agreement may be funded by fiscal assistance from another 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 the generality of the foregoing, Consultant and any subcontractors shall comply with the CommITnity Development Block Grant Additional Terms 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, permits, qualifications, 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 III effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practjce their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Ouuortunitv. Consultant shall not discrimmate, 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 orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant 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 requirements related to equal opportunity and nondiscrimmation in employment, contracting, and the provision of any services that are the subj ect of this Agreement, including but not limIted to the satisfaction of any pOSItive obligations required of Consultant thereby Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 10 ofl5 '-l/EJ! / ZD Consultant shall include the provisions of this SubsectIOn in any Subcontract approved by the Contract Admlmstrator 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 notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termlllation; 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 tins Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for III 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 incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writmg signed by all the parties. 8.4 Assi!!llment and Subcontractinl!. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for enterlllg into tlns 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 Admimstrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Admimstrator 8.5 Survival. All obligations arismg pnor to the termination of this Agreement 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 SenIor Support Program of the Tn Valley 2006 Page 11 of15 "6 .2 t> f /2/) 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specificatIons, drawings, reports, design documents, and any other work product prepared by Consultant 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 between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 lf 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, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City It is understood and agreed that thc documents and other materials, including but not limited to those described ahove, 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 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-II0. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall mamtain any and all ledgers, books of account, mvoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for SerYlces or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer penod required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 12 of 15 'lJc>f /30 9.3 Inspection and Audit of Records. Any records or documents that SectIOn 9.2 of this Agreement requires Consultant to mamtain shall be made available for Il1spection, audit, and/or copying at any time during regular bUsllless hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreemrnt 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 audlt of the City, for a period of three (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, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevaillllg party shall be entitled to reasonable attorneys' fees in additJon to any other rehefto which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action agamst the other under tills Agreement, the parties agree that trial of such action shall be vested exclusively m the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability. If a court of competent jurisdiction flllds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of thIS Agreement shall not VOId or affect the vahdity 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 Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assie:ps. The provisions of this Agreement shall mure to the benefit of and shall apply to and bind the successors and assigns of the parnes. 10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed matenal 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 within the corporate limits of City or whose husiness, regardless of location, would place Consultant in a "conflict of mterest," as that term is defined Consulting ServIces Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 13 of 15 ~if of-- /3D in the Politlcal Reform Act, codified at California Government 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 III 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, appointee, or official of the City in thc previous twelve months, Consultant warrants that it did not particIpate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code Sl 090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, includmg 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 Government Code S 1090 and, if applicable, will be disqualified from holding public office in the State of Califorma. 10.8 Soltcitation. Consultant agrees not to solicit business at any meeting, focus group, or Illterview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Community Development Director or his designee ("Contract Adnnnistrator"). All correspondence shall be directed 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 Director 5353 Sunol Blvd. Pleasanton, CA 94566 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between City ofDubhn and Senior Support Program of the Tri Valley 2006 Page 14 of 15 Z 5 tJ + /30 10.11 Intel!ration. This Agreement, including the scope of work attached hereto and incorporated 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 prior negotiations, representations, or agreements, either written or oral. Janet Lockhart, Mayor ;:;;&;:1" Executive Director CITY OF DUBLIN Attest: Fawn Holman, City Clerk Approved as to Form. Elizabeth I-i. Silver, City Attorney Consulting Services Agreement between City of Dubhn and Senior Support Program of the Tri Valley 2006 Page 15 ofl5 'i6of/3D EXlllBIT 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 of living 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 formulated 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 physiCians, 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 $40.00/hour. Each client requires approximately 11 hours of service. _____._____"~__~_____________________________~~_~~~_~______________~rm*~__________*_~~w_~______________.~_ Consulting Services Agreement between City of Dublin and Senior Support of the Tri-Valley 2006 Page 1 of1 EXIDBIT B BUDGET 17 of /30 Funds for this project go to direct services to Dublin senior residents. Director Case Manager Fiscal .5 hr. wk. x 52 @ $25.001hr. 8 hrs. wk x 52 @ $18.001hr. .sO 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 Trl- Valley 2006 Page 1 of I 'jS of/30 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS I. PROGRAM MONITORING AND EV ALVA TIQN A. Contractor shall be momtored and evaluated III terms of its effectiveness and timely compliance with the provisions of this Agreement 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 in this Agreement and shall make quarterly written reports to City 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities! operatIOns. b. ServICe area (i.e., cItywide, etc., including applicable census tracts). c. Goals - the projected goals, indicated numerically, 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, Jdentify any problems encountered in meeting goals. d. Beneficwries - provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: Low and moderate income Low income American IndIan or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White American Indian or Alaska Native and White Asian and White Black or African Amencan and White Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley 2006 Page ( of Exhibit C '[10 P. eo American Indian or Alaska Native and Black or African American Other (individuals who are not included above) HispanIc (ethnicity category that cuts across all races; ifused, 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 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 information that will assist the City's policy and decision-maklllg and managers. D The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions ofthe grant program and disbursed in accordance with OMB Circular A-llO, with prior approval or conscnt of City B. Program income received by Contractor shall be returned to City for future application to eligible 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 ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative RequlTements as described III Federal RegulatIons, Section 570.502 as applicable to governmental entities. 4 RELIGIOUS ACTIVITV PROHIBITION There shall be no religious worship, instructIon, or proselytizatIon as part of, or III connection with the performance ofthis Agreement. Consulting Services Agreemenl between City of Dublin and Senior Support Program of the Tri Valley 2006 Page 1.. of Exhibit C 90 of /30 5 REVERSION OF ASSETS A. Upon the expiration 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 in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after thc expiration ofthls Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. b. OTHER PROGRAM REOUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal Jaws and regulations described III 24 CPR, Part 570, Sub-part K (570.600-570-612) aTId relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) Nahonal 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 Interest, and I) DIsplacement. 7 BILINGUAL ASSITANCE Contractor will prOVIde bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be In compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B OMB Circular A-II 0, 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 CPR 85, Common Rule of Uniform Admmistrative Requirements for Grants and Cooperative 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 Senior Support Program of the Tri Valley 2006 Page 3 of Exhibit C 111IJf /30 CONSUL TING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND Spectrum Community ServIces THIS AGREEMENT for consultIng servICes is made by and between the City of Dublin ("City") and Spectnull Community Services ("Consultant") as of May 16, 2006. RECITALS I The County of Alameda has entercd into a Grant Agreement with the United States DepartInent of Housing and Urban Developmcnt ("HUD") for a Community Development Block Grant ("CDBG") under the Housing and C(lmmunity Development Act of 1974 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1, 2006, whereby certain Community Development Block Grant ("CDGB") grant funds received hy the County are distributed to the City for use III 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 deSlfes that such serviccs bc 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 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 shall provide to City the services described in the Scope of Work attached as ExhIbit A at the time and place and in thc manner specified therem. In the event of a conflict in or Illconsistency hetween the terms ofthis Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July I, 2006 and shall end on June 30, 2007 Consultant shall complete the work descrihed in Exhibit A. Scope of Services prior to June 30, 2007, unless the term of the Agreement is othcrwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provIded for III Section 8. 1.2 Standard of Performance. Consultant shaH 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 in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products rcquired by this Agreement in a substantial, first- Consulhng ServIces Agreenlent between City ofDubl1ll and Spectrum Comrnurnty Services ~eIVED Page I otIs APR 1 9 2006 Attachment 7 DUBLIN PLANNING <1'/1 cf /30 class malmer and shall conform to the standards of quality normally ohserved by a pcrson practicing in Consultant's profession. 1.3 Assilmment 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 reassigrunent 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 performance of services pursuant to this Agreement as may be rcasonably necessary to meet the standard of performance provided m SectJOn 1 1 above and to satisfy 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-II 0 and A-I22 (incorporated herelTI by reference) for the procurement of supplies and serVlCes in connection With activities funded Ullder this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five Thousand Six Hundred and One Dollar ($5,60 I) notwithstanding any contrary mdications that may be contained in Consultant's proposal, for scrvices to be performed and reimbursable costs inclUTed under this Agrecment. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scooe of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and III the manner set forth herein. All compensation is dependent on reccipt of CDBG funds from the Cormty of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall suhmit all invoices to City in the manner specified herem. Except as specifically authorized 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 is based upon Consultant's estimated costs of providing the services rcquired hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to whIch Consultant and its employees, agcnts, 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 compensahon consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Spectrum Commumty ServlCCS 2006 Pagel ofl5 tl3of' /3IJ 2.2 Invoices. Consultant shall submIt invoices, not more often than once a month preferably quarterly, during the term of tlllS Agreement, based on the cost for services performed and reImbursable costs incurred prior to the invoice date_ Invoices shall contain the followmg Illformation: . Serial identifications of progress bills; I.e" Progress Bill No 1 for the first invoice, etc., The beginning and cnding dates of the billing period; A Task Summary containing the origmal contract amount, the amount of prior hillmgs, the total due this period, the balance available under the Agreement, the percentage of completion and what lIne item is bemg spent against pcr Exhibit B, Budl!et. At City's option, for each work item in each task, a copy of the applicable time entries or time shcets shall be submitted showing the name of the person dOlllg the work, the hours spent by each 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 number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds SOO hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A. Scone of Services. The Consultant's signature. . . . . . 2.3 Monthlv Pavment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursahle costs Incurred. City shall havc 45 days from the receipt of an invoice that complies with all ofthe requirenlents above to pay Consultant. 2.4 Final Pavment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and suhmittal 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 services to be rendered by Consultant pursuant to thIs Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendcong 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 maximum 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 anlendment. 2006 Page 3 of 15 Consulting Services Agreement between City of Dublin and Spcctrum Community Services 9Lf of /3() 2.6 Payment of Taxes. Con~ultant IS solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Pavmcnt 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 reimbnrsable expenses Incurred for work satisfactorily completed as of the dale of written notice of termination. Consultant shall maintain adequate logs and tJmesheets in 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 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 this Agrccment. City shall make available to Consultant only the facilitie~ and equipment listed III this section, and only under the tenns and conditions set forth herem. CIty shall furnish phYSIcal facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and revICwmg records and the informatIOn m possessIOn of the City The location, quantIty, and time of furnishing those facilities shall be in the sole discretion of City In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, 10ng-dJstance telephone or other communication charges, vehIcles, and reproductIon facihlles. Section 4. INSURANCE REOUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shaH procnre "occurrence coverage" insurance against claims for injurics to persons or damages to property that may arisc from or in connection with the perfonnanee of the work hereunder by the Consultant and its agents, representatives, employees, and subcontmctors. Consultant shall provide proof satisfactory to City of such msurance that meets the reqUIrements of this scction and under forms of lI1surance satisfactory III all respects to the City Consultant shaH maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be Illcluded 111 the Consultant's bid. 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 insumnce shall be submItted and made part of thIS Agreement pnor to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly hy Consultant. Consulting Services Agreement between City of Dublin and Spectrum Community Scrviccs 2006 Page 4 of15 ~ II!) of /30 The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided wIth lllmts of not less than ONE MILLION DOLLARS ($1,000,000.00) pcr accident. In the alternative, Consultant may rely on a self-msurance program to meet those requirements, but only if the program of self-insurance comphes fully with thc provisions of the Cahfornia 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 nghts of subrogation against the City and its officers, officials, cmployees, and volunteers for loss an sing from work performed under thIS Agreement. An endorsement shall state that coveragc shall not be can.celed except after thlrty (30) days' pnor wntten notIce by certified mail, return receIpt requested, to the City Consultant shall notify CIty within 14 days of notIfication from Consultant's insurer if such coverage is suspended, voided or reduced III coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General reauirements. Consultant, at its own cost and expense, shall maintain commercial general 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, combmed single limit coverage for nsks 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 performcd 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 claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activltJes contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum SCODe of coveral!"c. 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 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 Services Agreement between City of Dublin and Spectrum Community Services 2006 Page 5 ofl5 96 cl /30 4.2.3 Additional reQuirements. Each of the followmg shall be included III the insurance coverage or added as an endorscment to the policy' a. City and its officers, employees, agents, and volunteers ~hall be covered as additIOnal insureds with respect to each of the following: liability arislllg out of activitics perfornled 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 by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or it~ officers, cmployees, 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 primary insurance with respect to the City and its officers, officIals, employees and volunteers, and that no insurance or self-insurance maintamed hy 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 policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall statc that coverage shall not be canceled except after thirty (30) days' prior written notice by certIfied mail, return receipt requested, has been given to the City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not lcss than ONE MILLION DOLLARS ($1,000,000) covering the hcensed professionals' errors and omissions. 4.3.1 Any deductible or self-msured 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 coverage or in limIts, except after Consulting Services Agreement between City of Dublin and Spectrum Commumty Services 2006 Page 6 of 15 97ofl3IJ thirty (30) days' prior 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 sevcrability of interest clausc. 4.3.4 The followmg provisions shall apply if the professional liability coverages are written on a claims-made form. a. The retroactIve date of the policy must be shown and must be before the date of the Agreement. h. Insurancc must be maintained and evidence of insurance must be provided for at lcast 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 anothcr claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coveragc for a minimum of five years after completion of the Agreemcut or the work. The City shalt 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 requircments must be submItted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurancc required by this sechon is to be placed with insurers with a Bests' rating of no less than A.VII. 4.4.2 Verification of coveral!:e. Prior to beginmng any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herem. The certificates and endorsements for each insurance policy are to be sIgned by a person authorized by that msurer to bind coverage on its behalf. The City reserves the right to requITe complete, certified copies of all required insurancc policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorscments for each subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements statcd herein. Consulting Services Agreement between City of Dublin and Spectrum Community Services 2006 Page 7 of 15 91 of (3D 4.4.4 Variation. The City may approve a variatIOn III the foregoing insurance requirements, upon a determmatlOn that the coverages, scope, lImits, and forms of such msurance 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 obtalll the approval of City for the self~insured retentions and deductibles he fore begmmng any of the services or work called for by any term of this Agreement. Dunng the penod covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or se.lf-insured retcntions with respect to City, its officers, employees, agents, and voluntecrs. The Contract Administrator may condition approval of an increase in dcductible or self-msured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investJgatJons, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveral!e. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and m no case later than fivc days after Consultant IS notified ofthc change in coverage. 4.5 Remedies. In addition to any other remedies Citv may have if Consultant fails to provide or maintain any msurance policies or policy endorsements to the extent and within the timc hcrein required, Citv may, at its sole option exercise any of the followlllg remedies, which are alternatives to other remedics City may havc and are not the exclusive remedy for Consultant's breach. . Obtain sLlch insurance and deduct and retam 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 Consultant demonstrates compliance with the requirements hereof; and/or . Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shallmdemnify, defend wIth counsel selected by the City, and hold harmless the City and its officials, officers, cmployces, agents, and volunteers from and against any and all losses, Consultlllg Services Agreement between City of Dublin and Spectrulll Community Scrviccs 2006 Page S of 15 99tJf /30 habihty, clmms, suits, actions, damages, and causes of action ansing out of any personal injury, bodily injury, loss of hfe, or dmnage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, III whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly hable, or by the quality or character of their work. The foregoing obhgation 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 (21 the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or VIOlation of law It is understood that the duty of Consultant to indemnify and hold harmless lllcludes the duty to dcfend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements requircd under thIS Agreement does not relieve Consultant from liability under this indemmfication and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance pOhCleS shall have been determined to apply By execution of this Agreement, Consultant acknowledges and agrees to the provlSlons of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is detenmned by a court of competent Junsdjction or the California Public Employees Retirement System (PERS) to be eligible for enrollment III 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 employees, agents, or subcontractors, 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. Indenendent Contractor. At all times during the term of thIS Agreement, Consultant shall bc 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 personnel pursuant to Subparagraph 1.3, however, otherwise City shall not have the nght to control the means by which Consultant accomplishes 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 subcontractors providing servIces under thIS Agreement shall not qualify for or become entItled to, and hereby agree to waive any and all claIms to, any compensation, benefit, or any incident of employment by City, Illcluding but not hmIted to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entItlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultmg Services Agreement between City of Dubllll and Spectrum Community ServICes 2006 Page 9 of 15 /00 of /30 6.2 Consultant No Al!ent. Except as City may specIfy in writing, Consultant shall have no authority, cxpress or imphed, 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 bmd City to any obligation whatsoever Section 7. LEGAL REOUlREMENTS. 7.1 Governinl! Law. The laws of the State of California shall govem thlS Agreement. 7.2 Compliance with Avvlicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Rel!ulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all apphcahle rules and regulations to which City lS hound by the terms of such fiscal assIstance program. Without limiting the generality of the foregoing, Consultant and any subcontractors 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 warrants 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 thcir respective professIOns. Consultant represents and warrants to City that Consultant and its cmployees, agents, any subcontractors shall, at their sole cost and expense, keep III effect at all times dunng the term of thIS Agreement any licenses, permits, and approvals that are legally required to practice their respective professlOns. In addition to the foregoing, Consultant and any suhcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City 7.5 Nondiscrimination and EQual Opportnnitv. Consultant shall not discriminate, on the basis of a person's race, religion, color, national ongin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual onentatlon, agalllst any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, reciplent of, or applicant for any services or programs prOVIded by Consultant under th.is Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportumty and nondiscrimination III employment, contracting, and the provision of any services that are the subJ ect of thIS Agreement, mcludmg but not limited to the sausfaction of any positive obligations required of Consultant thereby Consulting Services Agreement between City of Dublin and Spectrum Community Services 2006 Page 10 of 15 10/ or; /3D Consultant shall include the provIsIOns of this Subsection in any subcontract approved by the Contract Administrator or th,s Agreement. Section 8. TERMINATION AND MODfFICATION. 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 notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termJllation; 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 matenals 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 Subsection 1 I Any such extension shall require a wntten mnendment to this Agreement, as provided for herem. Consultant understands and agrees that, If City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the DlaJ(]lllUm amount provided for in this Agreement. Snnilarly, unless authorized by the Contract AWllllllstrator, City shall have no obligatIon to reImburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing SIgned by all the parties. 8.4 Assil!Dment and Subcontractinl!. City and Consultant recognize and agree that this Agrcement contemplatcs personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, expcrience, 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 written approval of the Contract AdnulllstratOT. Consultant shall not subcontract any portion of the performance contemplated and providcd for herein, other than to the subcontractors noted in the proposal, WIthOUt pnor wntten approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement 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 Spectrum Community Services 2006 Page 11 ofl5 /()2o t /?:o 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the term.s ofthis Agreement, City's remedIes shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Rctain a different consultant to complete the work described III Exhibit A not finished by Consultant; or 8.IlA Charge Consultant tbe difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to SectlOn 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 matcrials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City It is undcrstood and agreed that the documents and other materials, including but not hmited to those described 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 hy City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without pnor written consent of both partJes. Consultant shall be responsiblc for maintaimng 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 request, consultant shall deliver any required records or documents to the City within a reasonable amount oftime. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchcrs, canceled checks, and other records or documents evidencing Of relating to charges for services or expenditures and disbursements charged to the City under thiS Agreement for a mimmum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Spectrum COlTUnwlity Services 2006 Page 12 of 15 103 ",f 130 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of thIs Agreement reqUIres Consultant to maintalll shall be made available for inspection, audit, and/or cOPYlllg at any time during regular business hours, upon oral or written reqlLeSt of the City Under CalIforma Government Code SectIon 8546.7, if the amount of publIc funds expended under thlS Agreement exceeds TEN THOUSAND DOLLARS ($10,000_00), the Agreement shall he subject to the exammation and andit 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 Attornevs' Fees. If a party to this Agreemcnt brings any achon, including 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 reliefto which that party may be entitled. The court may set such fccs in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party bungs any action against the other under this Agreement, the partIes agree that trial of such action shall he vested exclusively in the statc courts of California in the County of Alameda or ill the Umted States District Court Northcrn District of California. 10.3 Severability. If a court of competent Junsdiction finds or rules that any proviSIOn of this Agrcement is invalid, 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 or affect the validity of any other prOVISIon of tillS Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach ofa specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agrccment. 10.5 Successors and Assie:ns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and asslgns ofthe parties. 10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, wntten studIes and other printed material on recycled paper to thc extent it is available at equal or less cost than VIrgin paper. J 0.7 Conflict of Interest. Consultant may serve other clients, but none whose actIvItIes within the corporate limits of City or whose business, regardless of location, would place Consultant III a "COnfllct of interest," as that tenn is defined Consultmg ServJCes Agreement betwecn City of Dublm and Spectrum Community Serviccs 2006 Page 13 of 15 /Oif ()+ /30 in the Political Reform Act, codified at California Government Code Section SIOOO 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 herehy 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, appointce, or officlal of the City m the previous twelve months, Consultant warrants that it did not participate III any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code S 1 090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to th,s Agreement, including 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 Government Code S 1090 and, if applicable, will be disqualified from holdlllg public office in the State of California. 10.8 Solicitation. Consultant agrees not to soliCIt husincss at any meetlllg, focus group, or interview related to thIS Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Commumty Development Director or his deSIgnee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall bc sent to: Spectrum Community Services Anne-Marie Pamsh, Program Dircctor 1435 Grove Way Hayward, CA 94566 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 CiVIC Plaza Duhlin, CA 94568 Consulting Services Agreement between City of Dublin and Spectrum Community Services 2006 Pagc 14 of15 !{J S 0+ 13>0 10.11 Intel!ration. Tim Agreen1ent, including the scope of work attached hereto and incorporated herein as Exhibit A, the budget attached hereto and incorporated herem as Exhibit B, and the Community Development Block Grant AdditIOnal Terms and Conditions as Exhibit C represents the entIre and mtegrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN S'it: Co=ruri'Y Smire. Michael Swe0 y Program Dlrec or Janet Lockhart, Mayor Attest: Fawn Holman, City Clerk Approved as to Form. Elizabeth H. Silver, City Attorney Consulting Services Agrcement between City of Dublin and Spectrum Community Services 2006 Page 15 ofl5 /000{ /30 EXHIBIT A SCOPE OF SERVICES The goal of Spectrum's home-delivered meal program 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 ofat least 15 per day for 247 serving days) during the grant period from July 1,2006 through June 30, 2007. 2. In addition, during the same grant period, serve a minimum of20 undupJicated seniors with home-delivered meals. 3 Meals will be delivered Monday through Friday within a two hour timeframe. Extra weekend meals can be delivered during the week. 4. Clients will have assessments and then follow-ups 5. Clients will be surveyed _______________________"_~~~~~~~_~~~~~~~~_______________________~____~_~_~~_~__.__________~_r~_~~~~_+~~____ Consulting Services Agreement between City of Dublin and Spectrum Community Services 2006 Page 1 of I ~' ~ .'Iw # Ii 107 of /::10 .., EXHIBIT B CDBG - Dublin BUDGET FY 2006-07 This Other Total PAID STAFF Req uest Sources Project 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 ($111/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 \ _____~~~~~~_~__~~~~~~__________________________~.~_~_~~~_____________________~__~_________________~__m~~+_ Consulting Services Agreement between City of Dublin and Spectrum Community Services 2006 Page I of I 109 c>P 130 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS I PROGRAM MONITORING AND EVALUATION A. Contractor shall be momtored and evaluated in terms of its effectiveness and lImely compliancc with the provisions of this Agreement and the effective and efficient achievement ofthe Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified m thIs Agrcement and shall make quarterly written reports to City 1 The quarterly written reports shall include, but shall not be limited to the followmg data elements: a_ Title of program, listing of components, description of actl VI tJ es/ operations. b SeTVlce area (I.e., citywide, etc., lllcluding applicable ccnsus tracts). c_ Goals - the projected goals, Illdlcated numerically, and also the goals achIeved (for each report period). In addition, identify by perccntagc and description, the progress achieved towards meetlllg the specified goals; additionally, Identify any problems encountered in meetmg goals. d. Beneficianes - provide thc following: i) total number of direct bcneficiaries. ii) Perccnt of total number of direct beneficiaries who are: Low and moderate income Low income American Indian or Alaska Native Asian Black or African American Native Hawallan or Other Pacific Islander Whitc Amencan Indian or Alaska Native and White Asian and White Black or African American and White Consulting Services Agreement between City of Dublin and Spectrum Community ServicesPage ( of Exhibit C 2006 /01 p-l /?D American Indian or Alaska Native and Black or Afucan American Other (individuals who are not included above) HispanIc (ethmcity 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 is due within thIrty days. C. The City shall have ultimate responsibility for overall project monitonng and evaluahon, to assist Contractor in complymg with the scope and contents of this Agreement, and to providc management mformation that will assIst the City's policy and declslon-makmg and managers. D The Contractor shall follow audit requirements of the Single Audit Act and OMS Circular A-128 2. PROGRAM INCOME A. Program income shall he recorded as part of the finanCIal transactions of the grant program and disbursed in accordance with OMB Circular A-II0, with prior approval or consent of City B Program mcome received by Contractor shall he returned to City for future application to eligihle projects. C Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its partlcipation in thc Urban City, shall continue to be program income of the Urban City 3 UNIFORM ADMINISTRATIVE REOUIREMENTS Contractor shall comply WIth Uniform Administrative RequITernents as described III Federal Regulations, Section 570.502 as applicable to govcrnmental entitIes. 4 RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, Illstruction, or proselytizatIon as part of, or m connectJon with the performance ofthis Agreement. Consulting Services Agreement between City of Dublin and Spectrum Community ServicesPageZ of Exhibit C 2006 /10 of /30 5 REVERSION OF ASSETS A_ Upon the expiration 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 in whole or in part with CDBG Jimds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in Citv being reImbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REOUIREMENTS Contractor 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 (570.600-570-6121 and relates to a) Equal Employment OppOlturllty Practices ProvISIons, b) Fair Housmg, c) Lahor Standards, d) Environmental Standards, 3) National Flood Insurance Program, fl Relocation and Acquisition, g) Employment and Contracting Opportunities, hI Lead- based paint, II Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients,j) Uniform Admimstrahve Requiremcnts and Cost Pnncipals, k) Conflict of Interest, and 1l Displacement. 7 BILINGUAL ASSIT ANCE Contractor will provide bilingual professional staff as nceded to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administratIve procedures must be in compliancc with the following regulations. A. OMB Circular A-I22, Cost Principles for Non-Profit OrganIzations. B. OMB Circular A-II 0, Umform Administrative Requirements for Grant and Other Agreements with Institubons of Higher Education, Hospitals and Other Non- Profit Organizahons. C. Paragraph (h) 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 Loeal Governments. D SectIon 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Admll1lstrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between City of Dubiin and Spectrum Community Services Page "3 of Exhibit C 2006 //1 {)f /30 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND Tri ~ Valley Haven THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Tn-Valley Haven ("Consultant") as of May 16, 2006. RECITALS 1 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 be a party to an agreement with the County of Alameda, to be dated July 1, 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 III Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more partICularly set forth III this Agreement. NOW, THEREFORE, in consideration of the mutual proIll1SeS 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 shall provide to City the services described in the Scope of Work attached as Exhibit A at the time 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 shan 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 Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement III the manner and according to the standards observed by a compeient practitioner of the profession in which Consultant is engaged in the geographical area m which Consultant practices its profession. Consultant shall prepare all work products reqUIred by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 1 of 15 2006 Attachment 8 1/;( tJ P 13f) class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assi2nment 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, ilTllllediately 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 performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provIded III Section 1 1 above and to satJsfy Consultant's obligations hereunder. 1.5 Procurement Procedures. procurement procedures 0 Circular A-110 and A-In of supplies and servi Agreement. ultant is required to comply with the ffice of Management and Budget (OMB) , orated herein by reference) for the procurement connection with actlYlbes funded under this Section 2. COMPENSATION.'." 'y hereby agrees to pay Consultant a sum not to exceed Fifteen Thousand Dollars ($15,000) notwithstanding any contrary mdications that may be contained in Consultant's proposal, for servICes to be performed and reimbursable costs incurred under this Agrccment. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A Scope of Services regardlllg the amount of compensation, the Agreemcnt shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and m 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 authorized 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 is based upon Consultant's estimated costs of providing the services requIred hereunder, Illcluding salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder 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 for such contribubons beyond compensatIon required under this Agreement. 2.1 Budl!et. Consultant shall request compensation consistent with the budget provided and includcd as Exhibit B. Consultmg Services Agreement between City of Duhlin and Tri- Valley Haven Page 2 of 15 2006 //3oPI30 2.2 Invoices. Consultant shall submIt Illvoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoIce date. InVOIces shall contain the following information. . Serial identificatIOns of progress bills; i.e., Progress Bill No.1 for the first invOIce, etc., . The beginning and ending dates of the billing period; . A Task Summary containing the original 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 against 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 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 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 include an esl1mate of the time necessary to complete the work described in Exhibit A. Scooe 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 above to pay Consultant. 2.4 Final Pllvment. 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 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 Pavment. City shall pay for the services to bc rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant III rendering 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 maximum 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. Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 3 of 15 2006 //'-/oP /30 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 pavment 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 reimbursable expenses incurred for work satJsfactorily completed as of the date of written notIce of terminahon. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 AuthorIzatiou to Perform Services. The Consultant may begin provldmg services under the terms oftlus Agreement during the period listed m Section 1.1. SectIon 3. FACILITIES AND EOUlPMENT. 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 tills 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 facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City In no event shall City be obligated to furlllsh any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REOUTREMENTS. Beforc beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" msurance against claIms for injuries to persons or damages to property that may anse from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, 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 maintam the insurance policies required by this section throughout the term of this Agreement. The cost of such illsurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herem for the subcontractor(s) and provided evidence thereof to City Verification 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 Liabihty fnsurance for any and all persons employed directly or indirectly by Consultant. Consultmg Services Agreement between City of Dublin and Tri-Valley Haven Page 4 ofl5 2006 /15o! /~ The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limIts 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 the program of self-insurance complies fully with the provisions of the California Labor Code_ Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator The msurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subro gation agamst 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 notice by certified mail, return receipt requested, to the City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or m lImits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at Its own cost and expense, shalt maintain commercial general 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 coverage for risks assOCIated with the work contemplated by thIS Agreement. If a Commercial General LiabilIty Insurance or an Automobile Llahillty form or other foml with a general aggregate limit is used, either the genera] aggregate limit shall apply separately to the work to be performed under this t\greement 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 claims arising from bodily and personal injury, mcJuding 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 coveral!:e. Commercial general coverage shall be at least as broad. as Insurance Services Office Commercial General LiabilIty occurrence form CG 0001 (ed. I Jl88) or Insurance Services Office form number GL 0002 (ed. 1/731 covenng comprehensive General Liability and Insurance Services Office form numher 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 ServIces Agreement between City of Dublin and Tri-Valley Haven Page 5 of 15 2006 /!0/Jf /3) 4.2.3 Additional reauirements. Each of the following shan be included m the Illsurance coverage or added as an endorsement to the policy' a. City and its officers, employees, agents, and volunteers shall be covered as additional lllsureds with respect to each of the followmg: liability arising 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, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope 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 pmnary insurance with respect to the City and its officers, officials, employees and volunteers, and that no lllsurance 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 WIth reporting proviSIOns of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an anlOllllt not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omisslons. 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 coverage or in limits, except after Consulting Services Agreement between City ofDubJin and Tri-Valley Haven Page 6 of 15 2006 Il7tJPI3D thirty (30) days' pnor written notIce 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 of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five ycars 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 clalms-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a mwimum 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 docs not renew the coverage. d. A copy of the claim reporting reqUlremcnts must be submitted to thc City prior to the commencement of any work under this Agreement. 4.4 All Poli.cies ReQuirements. 4.4.1 Acceptability of insurers. All wsurance requIred by this section is to be placed Wlth insurers with a Bests' ratmg of no less than A.VII. 4.4.2 Verificntion of coveral!:e. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be slgned by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance poliCIes, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as wsureds 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 Tri-Valley Haven Page 7 of 15 2006 //</ op /30 4.4.4 Variation. The City may approve a variatIOn in the foregoing insurance requirements, upon a determinatIOn that the coverages, scope, limIts, and forms of such insurance are either not connnerciallv available, or that the City's interests are otherwise fully protected. 4.4.5 Deductlbles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the servIces or work called for by any term of this Agreement. During the penod covered by this Agreement, only upon the prior express 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 Admirostrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, chum administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveral!e. In the event that any coverage required by thIS section is reduced, limited, or matenally affected in any other manner, Consultant shall provide written notlce to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change III coverage. 4.5 Remedies. In addition to any other remedies City may bave if Consultant fails to provide or maintalll any insurance policies or policy endorsements to the extent and within the time herem required, City may, at its sole option exercise any of the following remedies, which are altematives to other remedies City may have and are not the exclusive ren1edyfor Consultant's breach: . Obtain such insurance 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 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, and volunteers from and against any and all losses, Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 8 of 15 2006 //9 of /-3.tJ liability, claims, SUIts, actIOns, damages, and causes of action ansing out of any personal InJury, bodily injury, loss of life, or damage to property, or any vIolation of any federal, state, or mumcipaJ law or ordinance, to the extent caused, III whole or in part, by the willful misconduct or negligent 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 foregoing obligation of Consultant shall not apply when (I) the IllJury, loss of life, 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, 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 indemnify 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 required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. ThIS mdernnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it IS a material 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 Jurisdiction or the California Public Employees Retirement 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 employee and/or employer contributions for PERS benefits on behalf of Consultant or Jts employees, agents, or subcontractors, 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 Coutractor. 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 insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3, howevcr, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstandmg any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled 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 California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to he paid by City for employer contributions and/or employee contributions for PERS benefits. 2006 Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 9 of 15 I:;;O~tI30 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 sha1l have no authority, express or implied, pursuant to thIS Agreement to bind City to any obhgation whatsoever Section 7. LEGAL REOUIREMENTS. 7.1 Governinl! 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 performance of the work hereunder 7.3 Other Governmental Rel!ulations. To the extent that this Agreement may be funded by fiscal assistance from another 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 the generalIty of the foregoing, Consultant and any subcontractors 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 warrants 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 thelT respective professIOns. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep ill effect at all times during the term of this Agreement any licenses, permIts, and approvals that are tegally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City 7.5 Nondiscrimination and Equal Opportunity. 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 employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applIcant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicahle federal, state, and local taws, policies, rules, and requirements related to equal opportunity and nondiscrimInation 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 positive obligations required of Consultant thereby. Consulting Services Agreement hetweenCity of Dublin and Tri-Valley Haven Page 10 of 15 2006 /PI/lF/30 Consultant shall Illclude the provIsIOns of this Subsection III any subcontract approved by the 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 wntten notificatJon to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall Illclude in such notice the reasons for cancellatJon. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; 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 tlus Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in SubsectJon 1 I Any such extension shall requIre a written amendment to tillS 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 Admmlstrator, City shall have no obligation to reimburse Consultant for any otherwise reImbursable expenses mcurred during the extensIOn period. 8.3 Amendments. The parties may amend thIs Agreement only by a writing signed by all the parties. 8.4 Assil!nment and Subcontractinl!. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique 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 written 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 in the proposal, without prior wntten approval of the Contract Admlllistrator. 8.5 Survival. All obligations arising prior to the terminatIOn of this Agreement and all proviSIOns of th)S Agreement allocating liability between City and Consultant shall survive the termmatIon of this Agreement. Consulting ServIces Agreement between City of Dublin ~md Tri~Valley Haven Page II ofl5 2006 /;?,;; ,rf /!iJ 8.6 Ootions upon Breach bv Consultant. If Consultant materially breaches any of the terms of thIs Agreenlent, City's remedies shall included, but not be hmited 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 prepared by Consultant 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 between the cost to complete the work described in Exhibit A that is 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, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that retate to the matters covered hereunder shall be the property of the City It is understood and agreed that the documents 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 suital:tle 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 written consent of both parties. Consultant shall be responsible for maintallling all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-II0. Upon request, consultant shall dehver any required records or documents to the City within a reasonable amount ofhme, 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to chargcs 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 required by law, from the date of fmal payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 12 of 15 2006 /;3 ,,1/:30 9.3 InsDection and Audit of Records. Any records or documents that Section 9.2 of this Agreement reqUIres Consultant to maintain shall be made available for inspection, 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 AgreemerJt exceeds TEN THOUSAND DOLLARS ($10,00000), 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 of the City, for a period of three (3) years after final payment under the Agreement. SectioD 10 MISCELLANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for declaratory rehef, 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 in the same action or in a separate action brought for that purpose. 10.2 Venue. In 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 state courts of California in the County of Alameda or in the United States District Court Northern Dismct of California. 10.3 SeverabiIitv. If a court of competent jUTIsdlction flllds 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 effect. The invatidity 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 wlllver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assi!!DS. 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 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 activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Semces Agreement hetween City of Dublin and Tri- Valley Haven Page 13 of 15 2006 1;4of Eo in the Political Reform Act, codified at California Government Code Section S1000 et 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 financIal interest in this Agreement that would violate CalifornIa Government Code Sections 1090 etseq 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, appointee, or official of the City in tbe prevIOUS twelve months, Consultant warrants that it did not participate in any manner III the forming ofthis Agreement. Consultant understands that, if this Agreement is made in violation of Government Code S I 090 et.seq., the entire Agreement IS void and Consultant will not he entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse tbe 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 violation of Govemment Codes 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicIt business at any meeting, focus group, Of Illtervicw related to tlns Agreement, either orally or through any written materials. 10.9 Contract Administration. TIlls Agreement shall be adnnmstered by the Community Development Director or his designee ("Contract Admlllistrator")_ All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to' Tri- Valley Haven Ann King, Executive Director 3663 Pacific Avenue Livermore, CA 94568 Any written noltce to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement hetween City of Dublin and Tri-Valley Haven Page 14 of 15 2006 / ;7'00;' /30 10.11 Inteeration. ThIs Agreement, includlllg the scope of work attached hereto and Incorporated herein as Exbibit A, the budget attached hereto and incorporated herem 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 negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Tn-Valley Haven Janet Lockhart, Mayor Ann~~ Executive Director Attest: Fawn Holman, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 15 of 15 2006 I;(h 0+ 130 EXHIBIT A SCOPE OF SERVICES T ri- Valley Haven provides shelter and counseling for women and their children escaping domestic violence in the Tri-Valley area Tri-Valley Haven operates a domestic violence program, homeless program, and Rape Crisis Center. The Haven creates homes safe from abuse and contributes to a more peaceful society one person, one family, and one community at a time. The domestic violence program consists ofa confidential emergency shelter, individual and group counseling, restraining order assIstance and Crisis Line. Our 30.bed domestic violence shelter, Shiloh, offers women with or without children shelter for 45 to 105 days. Our goals for FY 2006/07 are as follows: To provide domestic violence services to 25 Dublin residents. To provide homeless services to at least 165 Dublin residents. To provide 16 community education and preventative presentations to at least 600 Dublin residents. To provide counseling services to 12 Dublin residents. __~~~~_~______________~~~_~~____________________ft~r_~___________~____~~~__________~~~____________~__~~___~~ Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 1 of 1 2006 l:l? of /30 EXHIBIT B BUDGET - Tri-Valley Haven A. Salaries/Employee Benefits CllSe Manager - Domestic Violence Shelter 6 bours @ $ 151br. Benefits @ 33.14% Total salaries and benefits $4,680 $1.551 $6,231 Case Manager - Homeless Shelter Total Salaries/Benefits $5,460 $1.809 $7,269 $13,500 7 hours @ $ISIbr Benefits@33.14% Total Salaries and benefits B. Operating Expenses Total budget $ 500 $ 500 $ 500 $1,500 $15,000 Utilities Telephone Office Supplies Total Operating Expenses ~_~~~___________~_m_~~~~_~~_________________.~~~~~~~~____________~~~~~__________w__~~_________~~~~___~~~ Consulting Services Agreement between City of Dublin and Tri- Valley Haven Page 1 of I 2006 /;?( {l-fl/liJ EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS I. PROGRAM MONITORlN"G AND EVALUATION A. Contractor 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 Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified III this Agreement and shall make quarterly written reports to City 1 The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of actIVit! es/operations. b. Service area (I.e., citywide, etc., including applicable census tracts). c. Goals - the projected goals, indicated numerically, 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 meetmg goals. d. Beneficiaries - provide the following: i) total number of direct beneficiaries. ii) Percent oftotal number of direct beneficiaries who are: Low and moderate income Low income American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White American Indian or Alaska Native and Whlte Asian and White Black or African American and White Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 2 of Exhibit C 2006 1;('7 of 11iJ American Indian or Alaska Native and Black or Afncan American Other (individuals who are not included above) Hispanic (ethmcity category that cuts across all races; if used, a race identified above must also be identified) Female Headed Households e. Other data as reqlUTed by City 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the erJd of the program year report whIch is due withm thirty days. C. The City shall have ultimate respousibility for overaIl project monitoring 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 shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall bc recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-llO, with pnor approval or consent of City. B Program mcome received bv Contractor shall be returned to City for future application to eligiblc projects. C Program income from Urban City-funded activities undertaken by or within an Urban City junsdictlOn that thereafter terminates its participation in the Urban City, shall continue to be program mcome of the Urban City 3 UNIFORM ADMINISTRATIVE REOUIREMENTS Contractor shall comply with Uniform Admmistrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4 RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytizatlOn as part of, or m connectIOn with the performance of this Agreement. Consulting Services Agreement between City of Dublin and Tri.Valley Haven Page 3 of Exhibit C 2006 /30 "lliiJ 5 REVERSION OF ASSETS A. Upon the expiration 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 in whole or in part with CDBG funds must be used to meet one of the national ohjectjves for a minimum of five years after the expiration of tills Agreement or disposed of In a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REOUIREMENTS Contractor certifies that it will carry out each activity III compliance with all Federal laws and regulations described m 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to al Equal Employment Oppoliunity Practices Provisions, 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 Interest, and I) DIsplacement. 7 BILINGUAL ASSITANCE Contractor will proVlde bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: 1\. OMB Circular A-In, Cost Principles for Non-Profit Organizations. B OMB Circular A-I10, Uniform Administrative ReqUirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Secllon 570.502 of sub-part J of 24 CPR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. D SectIOn 44.6 of 24 CPR 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 Tri-Valley Haven Page 4 of Exhibit C 2006