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HomeMy WebLinkAboutReso 51-08 CDBG Grant Funding RESOLUTION NO. 51 - 08 A RESOLUTION OF THE CITY 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 2008-2009 AND APPROVING COMMUNITY DEVELOPMENT BLOCK GRANT -FUNDED AGREEMENTS WITH AXIS COMMUNITY HEAL TH, BAY AREA COMMUNITY SERVICES, COMMUNITY RESOURCES FOR INDEPENDENT LIVING (CRIL), EDEN COUNCIL FOR HOPE AND OPPORTUNITY, 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 CITY MANAGER TO SIGN THE ABOVE AGREEMENTS WHEREAS, the Congress of the United States has enacted the Housing and Community Development Act of 1974; and WHEREAS, Title I of the Act consolidates previous grant programs into the Community Development Block Grant; and WHEREAS, the United States Department of Housing and Urban Development has made a determination that Alameda County may operate as an Urban County; and WHEREAS, at this time the City Council has received a Staff Report recommending adoption of an agreement between the City of Dublin and the County of Alameda for allocation and usage of $80,524 in Community Development Block Grant funds for Fiscal Year 2008-2009; and WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2008-2009, Staff sent out Request for Proposals to solicit interest from agencies in providing services within the City; and WHEREAS, from the proposals received, the above listed agencies were evaluated to best serve the needs of the community; and WHEREAS, on January 17,2008, the City Council approved funding for the following programs for utilization of the City's Fiscal Year 2008-2009 CDBG funds: Axis Community Health for a Women's Health Clinic; Bay Area Community Services for the Valley Creative Living Center; Community Resources for Independent Living for Housing Services; Eden Council for Hope and Opportunity for the Rental Assistance Program; Open Heart Kitchen Weekend Box Lunch Program; Senior Support of the Tri Valley Case Management for Low Income Seniors, Spectrum Community Services for the Meals on Wheels Program; Tri-Valley Haven's Domestic Violence and Homeless Shelter; Alameda County Minor and Major Home Repair Program; Program Administration and the annual contribution for participation in a regional effort for the acquisition and rehabilitation of the Sojourner House Homeless Shelter (collectively "the Programs"); and WHEREAS, the City has prepared agreements for each of the Programs involving agencies other than the County of Alameda or City-administered programs ("the Agreements"); and Reso No. 51-08, Adopted 4/15/08, Item 4.3 Page 1 of2 WHEREAS, on April 15, 2008, the City Council received a staff report recommending that the City now execute agreements with the above listed agencies for utilization of Dublin' s allocated CDBG funds. The Agreements are included as attachments to the staff report and are hereby incorporated by reference. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin takes the following actions: 1) Approves an Agreement by and Between the City of Dublin and the County of Alameda for allocation of CDBG funds. 2) Approves the Agreements with various agencies for use of the City of Dublin's CDBG funds for 2008-2009. 3) Authorizes the City Manager to execute the above listed agreements. PASSED, APPROVED AND ADOPTED this 15th day of April, 2008, by the following vote: AYES: Councilmembers Hildenbrand, Oravetz, Sbranti and Scholz, and Mayor Lockhart NOES: None ABSENT: None ABSTAIN: None A TI:~ST: it I W (,fAAh< t . -...... Deputy City Clerk Reso No. 51-08, Adopted 4/15/08, Item 4.3 Page 2 of2 "'I' . CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND COMMUNITY RESOURCES FOR INDEPENDENT LIVING (C.R.I.L.) THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Community Resources for Independent Living (C.RJ.L.) ("Consultant") as of April 15,2008. 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, 2008, 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 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 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 ofthis Agreement shall begin on July 1, 2008 and shall end ont,..e 38; 2009. '.Omsultant shall complete the work described in Exhibit A. ScoDe of Services prior to June 30, 2009, 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 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 Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 1 of 15 , shall prepare all work products required by this Agreement in a substantial, first- 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, 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-II0 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 Three Thousand Four Hundred and Ei2htv Ei2ht Dollars ($3.488)) 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 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, 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 Bud2et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, 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; Le., 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. Bud2et. 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 estimate of the time necessary to complete the work described in Exhibit A. ScoDe of Services. The Consultant's signature. . . . . . 2.3 Monthly 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 ofthe 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 County pursuant to agreement between City and County of Alameda, signed and dated .May 19, 2008. 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 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 Community Resources for Independent Living (CRIL) 2008-2009 Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment UDon 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 satisfactorily completed as of the date of written notice of termination. Consultant shall 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 in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 furnish 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 REQUIREMENTS. 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 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 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' ComDensation. 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 Community Resources for Independent Living (CRIL) 2008-2009 Page 4 of 15 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 insurer, 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 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 in limits. - 4.2 Commercial General and Automobile Liabilitv 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, 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 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 activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum SCODe of covera2e. Commercial general coverage shall be at least as broad as Insurance Services Office COminercial 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 Community Resources for Independent Living (CRIL) 2008-2009 Page 5 of 15 4.2.3 Additional reauirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of 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 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 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 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, except after Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 6 of 15 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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 AcceDtabilitv of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of covera2e. 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 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 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 Community Resources for Independent Living (CRIL) 2008-2009 Page 7 of 15 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 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 services 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Covera2e. 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 maintain any insurance 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 . 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 Community Resources for Independent Living (CRIL) 2008-2009 Page 8 of 15 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant ~hall not apply when (1) the injury, 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 indemnification 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 iri 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. IndeDendent 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 employee contributions for PERS benefits. Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 9 of 15 6.2 Consultant No A2ent. 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 REQIDREMENTS. 7.1 Governin2 Law. The laws of the State of California shall govern this Agreement. 7.2 ComDliance with ADDlicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Re2ulations. 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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and EQual ODDortunitv. 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, 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 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 between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 10 of 15 Consultant shall include the provisions of this Subsection in 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 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 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 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 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 writing signed by all the parties. 8.4 Assi2nment and Subcontractin2. 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 written 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 Community Resources for Independent Living (CRIL) 2008-2009 Page 11 of 15 8.6 ODtions UDon Breach bv Consultant. If Consultant materially breaches any of the terms 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 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 relate 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 suitable for any future or other use. City and Consultant agree that, until fmal 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 maintain any and all ledgers, books of account, 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 period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 12 of 15 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 copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, 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 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 District 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 invalidity 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 ImDlied 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 Assi2ns. The provisions of this Agreement shall inure to th.e benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at 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 Services Agreement between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 13 of 15 in the Political 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 in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the 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 ~1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this 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 ~ 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, or interview 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/her 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 be sent to: Community Resources for Independent Living (C.RJ.L.) Sheri Burns, Executive Director 439 A Street Hayward, CA 94544 Any written notice to City shall be sent to: Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Cops~lflng~~rv,ce~.A~~eef.n~nt betWeen . ." .. .., . g'ty9fD~~"~ and CorTUTlunlty ~~sQl.\rces for In~ep~ndent Living (CRIL) 2008-2009 Page 14 of 15 10.11 Inte2ration. 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. CITY OF DUBLIN Community Resources for Independent Living (C.RJ.L.) ~J~ Richard Ambrose, City Manager ~~g Sheri Burns, Executive Director Attest: Yilo~ Approved as to Form: Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (CRIL) 2008-2009 Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Provide affordable, accessible Housing Search and Acquisition Assistance for underserved, low- income residents of Dublin who have disabilities and seniors with functional limitations and disabling conditions. 1. Provide Housing Information and Referral to ~ow-income Dublin seniors and other residents with disabilities and their families through outreach activities, presentations, workshops, mailings, and collaborative partnership)(s. 2. Provide dirF<<ct affordable, accessible Housing Assistance, including support services to maintain ~~erm housing, to 1-5'Dublin residents and seniors with disabilities or functional limitations. I 0 3. 70% of Dublin residents with disabilities and/or seniors or functional limitations, who create an independent living plan (ILP) that addresses Housing, will meet one or more self-identified goals. Total overall number of Dublin residents to be served by this program -M ~C Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (C.R.I.L.) 2008-2009 Capital Expenses Construction/Rehabi I itation Permits and Fees Design Other Soft Costs (define) Subtotal Personnel Expenses Salaries Benefits Subtotal Operating Expenses Supplies Printing/Copying Postage Telephone Rent and Utilities Accounting/Audit Outside Services Books, Dues and Publications Insurance Staff Training Subtotal TOTAL Exhibit B Of Consulting Services Agreement Program Budget Form Attach additional sheets if necessary CDBG Grant Total Program Budget $ $ $ $ $ $ $ $ $ $ $2,385.00 $568.00 $2,953.00 $44,806.00 $10,322.00 $55,128.00 $128.00 $41.00 $121.00 $87.00 $7.00 $22.00 $62.00 $12.00 $41.00 $14.00 $535.00 $3,488.00 $4,697.00 $644.00 $1,637.00 $1,389.00 $100.00 $408.00 $801.00 $225.00 $769.00 $200.00 $10,870.00 $65,998.00 Budget prepared by (Name, Title, Telephone Number, E-mail) April Monroe, Finance Director, 510-881-5743 ext, 5932, april.monroe@cril-online.org EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 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, identify any problems encountered 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 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 American and White Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (C.R.I.L.) 2008-2009 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 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-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 be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-llO, with prior approval or consent of City. B. Program income received by Contractor shall be 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 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 proselytization as part of, or m connection with the performance of this Agreement. Consulting Services Agreement between City of Dublin and Community Resources for Independent Living (C.R.I.L.) 2008-2009 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 the expiration ofthis 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 REQUIREMENTS 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 Opportunity 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 1) 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-II0, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative 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 Community Resources for Independent Living (C.R.I.L.) 2008-2009 . . ~- CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND AXIS COMMUNITY HEALTH THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Axis Community Health ("Consultant") as of April 15, 2008. 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 Julv 1. 2008, 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 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 the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on Julv 1. 2008 and shall end on June 30. 2009. Consultant shall complete the work described in . Exhibit A. Scope of Services prior to June 30, 2009, 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 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 required by this Agreement in a substantial, first- REC~lVED Consulting Services Agreement between City of Dublin and Axis Community Health 11AR 2 t ZOOS [j;JBLlN PLAI-.NING 2008-2009 Page 1 of 15 . , class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assie:nment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the 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-110 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 Three Thousand Four Hundred Eigthy Eight Dollars ($3,488) 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 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, 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 Bude:et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 2 of 15 . , 2.2 Invoices. Consultant shall submit invoices, 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. Bude:et. · At City's option, for each work item in each task, a copy ofthe 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 estimate of the time necessary to complete the work described in Exhibit A. Scope of Services. · The Consultant's signature. 2.3 Monthly 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 ofthe 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 ofa final invoice and CDBG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated April 15. 2008. 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 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 Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 3 of 15 entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City 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 satisfactorily completed as of the date of written notice of termination. Consultant shall 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 in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 furnish 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 REQUIREMENTS. 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 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 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. Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 4 of 15 . . 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. 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 insurer, 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 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 in 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 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 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 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 activities contemplated under this Agreement, jncluding the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverae:e. 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 Consulting Services Agreement betweeneCity of Dublin and Axis Community Health 2008-2009 Page 5 of 15 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of 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 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 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 Liabilitv 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 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. Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 6 of 15 '. . 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 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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 Acceptabilitv of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverae: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 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 furnish separate certificates and endorsements Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 7 of 15 for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requiremevts, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles befor:e beginning any of the services 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each ofthem. 4.4.6 Notice of Reduction in Coverae: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 maintain any insurance 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 . Terminate this Agreement. Consulting Services Agreement between' City of Dublin and Axis Community Health 2008-2009 Page 8 of 15 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, 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for 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 (1) the injury, 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 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 indemnification 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 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. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only 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 Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 9 of 15 any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Ae: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 Governine: 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 Ree: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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any 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 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 nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 10 of 15 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in 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 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 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 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 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 writing signed by all the parties. 8.4 Assie:nment and Subcontractine:. 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 written approval of the Contract Administrator. Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 11 of 15 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. 8.6 Options upon Breach by 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 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 relate 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 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-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, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 12 of 15 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 final payment to the Consultant to this Agreement. 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 available for inspection, audit, and/or copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agr€ement brings any action, 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 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 District 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 invalidity in whole or in part of any provision of this Agreement shall not void or affect. the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this 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:ns. 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 Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 13 of 15 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 in the Political 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 in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming ofthis . 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 this 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 holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, 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 Jeri Ram, the Community Development Director or her 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 be sent to: Axis Community Health Sue Compton, CEO 4361 Railroad Avenue Pleasanton, CA 94566 Any written notice to City shall be sent to: Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 14 of 15 Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Intee: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. CITY OF DUBLIN Axis Community Health ,----J~(~ Richard C. Ambrose, ity Manager .~LL/ ~ Sue Compton, CEO Attest: C/I'O t &W tl//f!Jot City Clerk , De-p v~ Approved as to Form: c-2~ --'-, / ./ " ...... ...<,...- ____u__ . ./"~~~, . ." ------- J~hii Itakker, City Attorney Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Axis Community Health is seeking funds in support of the construction of a women's Health Clinic at Axis's Railroad Avenue site which will convert a 1,400 square foot office space into a four-examination room obstetrical suite. Increase the available of medical services for low-income families and pregnant women. Serve 184 new low income Dublin residents and 1,200 continuing Dublin residents. Consulting Services Agreement between City of Dublin and Axis Community Health .2008-2009 EXHIBIT B OF CONSULTING SERVICES AGREEMENT Program Budget Form Attach additional sheets if necessary Total COBG Program Capital Expenses Grant Budget Construction/Rehabil itation $3,488 $323,835 Permits and Fees $4,875 Design $75,000 Engineering Acquistion Other Soft Costs (fu rn ishing/eq u i pment) $25,525 Project Contingency $44,649 Subtotal $3,488 $491,134 Personnel Expenses Salaries $19,942 Benefits Subtotal $0 $19,942 Operating Expenses Supplies Printing/Copying Postage Telephone Rent and Utilities Accounting/ Aud it Other (define) Subtotal $0 $0 TOTAL $3,488 $511,076 Budget prepared by (Name, Title, Telephone Number, E-mail) Sue Compton, CEO, (925) 201-6005 scompton@axishealth.org Consulting Services Agreement 2008 - 2009 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 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 acti vitiesl 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 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 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 American and White Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 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 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-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 be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-lID, 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 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 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 proselytization as part of, or III connection with the performance of this Agreement. Consulting Services Agreement between City of Dublin and Axis Community Health 2008-2009 yo 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 the expiration 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 REQUIREMENTS 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 Opportunity 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 ASSIT ANCE 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-lID, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative 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 Axis Community Health 2008-2009 ,~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND EDEN COUNCIL FOR HOPE AND OPPORTUNITY THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Eden Council for Hope and Opportunity ("Consultant") as of April 15, 2008. 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, 2008, 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 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 the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and shall end on June 30, 2009. Consultant shall complete the work described in Exhibit A. Scope of Services prior to June 30, 2009, 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 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 required by this Agreement in a substantial, first- Consulting Services Agreementbetween City of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 1 of 15 class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assb!:nment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the 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-IlO and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Three Thousand Four Hundred and Eighty Eight Dollars ($3,488) 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 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, 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 Bud2:et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 2 of 15 , f 2.2 Invoices. Consultant shall submit invoices, 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. Bud2: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 estimate. of the time necessary to complete the work described in Exhibit A. Scope of Services. · The Consultant's signature. 2.3 Monthly 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 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 County pursuant to agreement between City and County of Alameda, signed and dated May 19, 2008. 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 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 Eden Council for Hope and Opportunity 2008-2009 Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City 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 satisfactorily completed as of the date of written notice of termination. Consultant shall 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 in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 furnish 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 REQUIREMENTS. 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 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 herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part ofthis 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 Eden Council for Hope and Opportunity 2008-2009 Page 4 of 15 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 Co~e shall be solely in the discretion of the Contract Administrator. The insurer, 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 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 in 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 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 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 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 activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of covera2:e. 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 Eden Council for Hope and Opportunity 2008-2009 Page 5 of 15 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of 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 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 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 th(} 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 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, except after Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 6 of 15 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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 t~ be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of covera2: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 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 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 Eden Council for Hope and Opportunity 2008-2009 Page 7 of 15 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 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 services 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Covera2: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 ofthe change 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 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 . 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 Eden Council for Hope and Opportunity 2008-2009 Page 8 of 15 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts . for 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 (1) the injury, 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 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 indemnification 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 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. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pl,lIsuant 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 employee contributions for PERS benefits. Qonsulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 9 of 15 6.2 Consultant No A2: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 Governin2: 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 Re2: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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any 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 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 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 between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 10 of 15 Consultant shall include the provisions of this Subsection in 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 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 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 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 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 writing signed by all the parties. . 8.4 Assi2:nment and Subcontractin2:. 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 written 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 Eden Council for Hope and Opportunity 2008-2009 Page 11 of 15 8.6 Options upon Breach by 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 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 relate 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 suitable for any future or other use. City and Consultant agree that, until fmal 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-110. 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 maintain any and all ledgers, books of account, 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 period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, 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 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 District 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 invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term ofthis Agreement. 10.5 Successors and Assi2:ns. 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 Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at 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 2008-2009 Page 13 of 15 Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity in the Political 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 in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the 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 91090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this 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 9 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, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her 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 be sent to: Eden Council for Hope and Opportunity Matjorie A. Rocha, Executive Director 770 A Street Hayward, CA 94541 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 of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 14 of 15 10.11 Inte2: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. CITY OF DUBLIN @;;:};d:lo:~ Marjo eA. Rocha, Executive Director /" c-jd~ cAY Richard C. Ambrose, City Manager Attest: ~ l ?f/;1 LfII'lJo<l City Clerk I Ot,pv~ Approved as to Form: '/-~'~ er, City Attorney Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Eden Council for Hope and Opportunity Rental Assistance Program The Rental Assistance Program benefits low-income households with assistance to secure or preserve their housing. The program will provide financial assistance in the form of a guarantee to tenants for payment of a security deposit or delinquent rent. 1. Pre screen to determine potential applicant eligibility - 50 households 2. Support Counseling for RAP clients - 7 households 3. Information & Counseling for potential applicants who are not eligible - 20 households 4. 5. Rent/Deposit Guarantees for eligible clients -7 households 6. Follow-up for households that have signed the contract - 7 households 7. Collection for clients who have defaulted on their payments - as needed 8. Outreach for marketing for this service- Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 EXHlBIT B OF CONSULTING SERVICES AGREEMENT Capital Expenses Construction/Reha bilitation Permits and Fees Design Engineering Acquisition Other Soft Costs (define) Subtotal Personnel Expenses Salaries Benefits Subtotal Operating Expenses Supplies Printing/Copying , Postage Telephone Rent and Utilities Accounting/Audit Other (define) * Subtotal TOTAL Program Budget Form Attach additional sheets if necessary CDBG Grant Total Program Budget $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 3,740 $ 807 $ 4,547 $ 86,765 $ 18,726 $ 105,490 $ 94 $ 2,190 $ 19 $ 438 $ 58 $ 1,341 $ 130 $ 4,329 $ 371 $ 13,213 $ 48 $ 1,118 $ 318 $ 7,932 $ 1,038 $ 30,561 $ 5,585 $ 136,051 Budget prepared by (Name, Title, Telephone Number, E-mail) Marjorie A. Rocha, Executive Director, 510-581-9380, margie@echofairhousing.org * Advertising, equipment maintenance/rental, DP /consultant services, insurance, training/education, membership/publications, mileage. Consulting Services Agreement 2008-200~al'e 11 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 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, identify any problems encountered 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 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 American and White Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 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 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-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 be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, 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 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 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 proselytization as part of, or m connection with the performance of this Agreement. Consulting Services Agreement between City of Dublin and Eden Council for Hope and Opportunity 2008-2009 . , , 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 the expiration 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 REQUIREMENTS 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 Opportunity 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 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 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. D. Section 44.6 of 24 CFR Part 44 (Non-Federal 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 Eden Council for Hope and Opportunity 2008-2009 EXHIBIT B OF CONSULTING SERVICES AGREEMENT Program Budget Form CDBG Grant Total Program Budget Capital Expenses Construction/Rehabilitation Permits and Fees Design Engineering Acquisition Other Soft Costs (define) Subtotal Personnel Expenses Salaries Benefits $ $ $ $ $ $ $ $ $ $ $ $ $ $ Subtotal Operating Expenses Supplies Printing/Copying Postage Telephone Rent and Utilities Accounting/Audit Other (define)* Subtotal TOTAl $ 2,327 $ 495 $ 2,822 $ 88,416 $ 18,805 $ 107,221 $ 58 $ 2,199 $ 12 $ 440 $ 35 $ 1,346 $ 60 $ 4,467 $ 289 $ 13,645 $ 30 $ 1,112 $ 182 $ 8,162 $ 666 $ 31,371 $ 3,488 $ 138,592** Budget prepared by (Name, Title, Telephone Number, E-maH) Marjorie A. Rocha, Executive Director, 510-581-9380, margie@echofairhousing.org * Advertising, equipment maintenance/rental, DP/consultant services, insurance, training/education, membership/publications, mileage. **Funding is still pending. RECEIVED 11AR 2 0 Z008 DUBLIN PLANNING '. CONSUL TING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND OPEN HEART KITCHEN THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Open Heart Kitchen ("Consultant") as of April15, 2008. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUn") 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, 2008, 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 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 the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and shall end on June 30, 2009. Consultant shall complete the work described in Exhibit A. Scone of Services prior to June 30, 2009, 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 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 required by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Open Heart Kitchen Page 1 of 15 2008-2009 class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assimment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the 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 -110 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 Nine Thousand Five Hundred and Fourteen Dollars ($9,514) 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 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, 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 Open Heart Kitchen Page 2 of 15 2008-2009 2.2 Invoices. Consultant shall submit invoices, 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. Bud!!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 estimate of the time necessary to complete the work described in Exhibit A. Scone of Services. · The Consultant's signature. 2.3 Monthly 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 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 County pursuant to agreement between City and County of Alameda, signed and dated May 19, 2008. 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 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 Open Heart Kitchen Page 3 of 15 2008-2009 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment unon 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 satisfactorily completed as of the date of written notice of termination, Consultant shall 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 in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 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, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and 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 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 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' Comnensation. 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 Open Heart Kitchen Page 4 of 15 2008-2009 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 insurer, 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 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 in 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 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 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 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 activities contemplated under this Agreement, including the use of ?wned and non-owned automobiles. 4.2.2 Minimum scone of covera!!e. 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 Open Heart Kitchen Page 5 of 15 2008-2009 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of 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 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 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 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, except after Consulting Services Agreement between City of Dublin and Open Heart Kitchen Page 6 of 15 2008-2009 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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 Accentability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: VII. 4.4.2 Verification of covera!!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 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 furnish 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 Open Heart Kitchen Page 7 of 15 2008-2009 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 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Covera!!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 maintain any insurance 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 · 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 Open Heart Kitchen Page 8 of 15 2008-2009 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for 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 (1) the injury, 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 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 indemnification 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 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. STATUS OF CONSULTANT. 6.1 Indenendent 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 employee contributions for PERS benefits. Consulting Services Agreement between City of Dublin and Open Heart Kitchen Page 9 of 15 2008-2009 6.2 Consultant No A!!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 Governin!! Law. The laws of the State of California shall govern this Agreement. 7.2 Comnliance with Annlicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance ofthe work hereunder. 7.3 Other Governmental Re!!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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Onnortunity. 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, 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 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 between City of Dublin and Open Heart Kitchen Page 10 of 15 2008-2009 Consultant shall include the provisions of this Subsection in 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 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 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 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 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 writing signed by all the parties. 8.4 Assi!!nment and Subcontractin!!. 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 written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the t~rmination 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 Open Heart Kitchen Page 11 of 15 2008-2009 8.6 Ontions unon Breach by 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 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 relate 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 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 maintain any and all ledgers, books of account, 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 period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Open Heart Kitchen Page 12 of 15 2008-2009 9.3 Insnection 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 copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit ofthe State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, 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 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 District 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 invalidity 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 Imnlied 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 Assi!!ns. 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 Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at 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 Services Agreement between City of Dublin and Open Heart Kitchen Page 13 of 15 2008-2009 in the Political 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 in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the 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 91090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this 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 9 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, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her 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 be sent to: Open Heart Kitchen Michael C. Carter, Executive Director 1141 Catalina Drive #137 Livermore, CA 94550 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 of Dublin and Open Heart Kitchen Page 14 of 15 2008-2009 10.11 Inte!!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. Attest: Open Heart Kitchen ~Ic" I!xecudv~ector ,\J~'i ~l~, &,/WO At4,~ CITY OF DUBLIN ~d~ck Richard C. Ambrose, City Manager ~ { f- 91 '1/tg/Og' City Clerk / O-cpv~ Approved as to Form: L7 /I--~-- Johll Bakker, City Attorney Consulting Services Agreement between City of Dublin and Open Heart Kitchen Page 15 of 15 2008-2009 EXHIBIT A SCOPE OF SERVICES Open Heart Kitchen will prepare and serve free, hot, nutritious meals on a "dine- in" or "take-out" basis and distribute Weekend Box Lunches to low-income residents. Hot meals are served at 6444 Sierra court. Also, through the Weekend Box Lunch Program, lunches are dropped off at Arroyo Vista and the Groves at Dublin Ranch. 1. Provide the same or an increased number of Weekend Box Lunches to populations relocates from Arroyo Vista, using the Groves at Dublin Ranch as a drop off point - estimate 470 households (24,000 lunches) 2. Continue to provide hot meals to low-income families and adults on a weekly basis at 6444 Sierra Court - estimate between 1 00-350 people (7,000 to 8,000 meals) Consulting Services Agreement between City of Dublin and Open Heart Kitchen 2008-2009 EXHIBIT B BUDGET Budget for Open Heart Kitchen - 2008-2009 FOOD AND SUPPLIES - $9,514 Consulting Services Agreement between City of Dublin and Open Heart Kitchen 2008-2009 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 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 acti vities/ 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 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 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 American and White Consulting Services Agreement between City of Dublin and Open Heart Kitchen 2008-2009 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 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-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 be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-llO, with prior approval or consent of City. B. Program income received by Contractor shall be 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 ofthe Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative 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 proselytization as part of, or III connection with the performance of this Agreement. Consulting Services Agreement between City of Dublin and Open Heart Kitchen 2008-2009 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 the expiration 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 REQUIREMENTS 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 Opportunity 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 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-I10, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative 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 Open Heart Kitchen 2008-2009 CONSUL TING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SENIOR SUPPORT PROGRAM OF THE THE TRI-V ALLEY THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Senior Support Program ofthe Tri-Valley ("Consultant") as of April 15, 2008. 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, 2008, 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 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 the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and shall end on June 30, 2009. Consultant shall complete the work described in Exhibit A. Scope of Services prior to June 30, 2009, 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 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 required by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Senior Support Services Contract Year 2008-2009 Page 1 of 15 class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assienment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the 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-110 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 Nine Thousand Nine Hundred Sixty Eight Dollars ($9,968) 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 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, 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 Budeet. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Senior Support Services Contract Year 2008-2009 Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, 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. Budeet. · 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 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 estimate of the time necessary to complete the work described in Exhibit A. Scope of Services. · The Consultant's signature. 2.3 Monthlv Payment. City shall make monthly payments, based on 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 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 County pursuant to agreement between City and County of Alameda, signed and dated May 19, 2008. 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 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 Senior Support Services Contract Year 2008-2009 Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City 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 satisfactorily completed as of the date of written notice of termination. Consultant shall 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 in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 furnish 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 REQUIREMENTS. 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 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 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, 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 Services Contract Year 2008-2009 Page 4 of 15 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 insurer, 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 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 in 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 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 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 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 activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coveraee. Commercial general coverage shall be 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 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 Senior Support Services Contract Year 2008-2009 Page 5 of 15 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of 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 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 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 Liabilitv 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 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, except after Consulting Services Agreement between City of Dublin and Senior Support Services Contract Year 2008-2009 Page 6 of 15 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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 Acceptabilitv of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coveraee. 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 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 furnish 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 Services Contract Year 2008-2009 Page 7 of 15 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 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 services 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each ofthem. 4.4.6 Notice of Reduction in Coveraee. 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 ofthe change 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 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 · 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 Senior Support Services Contract Year 2008-2009 Page 8 of 15 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for 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 (1) the injury, 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 indemnification 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 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. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only 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 employee contributions for PERS benefits. Contract Year 2008-2009 Page 9 of 15 Consulting Services Agreement between City of Dublin and Senior Support Services 6.2 Consultant No Aeent. 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 Governine 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 Reeulations. 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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any 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 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 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 between City of Dublin and Senior Support Services Contract Year 2008-2009 Page 10 of 15 Consultant shall include the provisions of this Subsection in 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 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 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 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 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 writing signed by all the parties. 8.4 Assienment and Subcontractine. 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 written approval ofthe 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 Senior Support Services Contract Year 2008-2009 Page 11 of 15 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms 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 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 relate 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 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-IIO. 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 maintain any and all ledgers, books of account, 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 period 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 Services Contract Year 2008-2009 Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit 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 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 District 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 invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assiens. 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 Services Agreement between City of Dublin and Senior Support Services Contract Year 2008-2009 Page 13 of 15 in the Political 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 in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming ofthis Agreement. Consultant understands 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 entitled to any compensation for services performed pursuant to this 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 ~ 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, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, Community Development Director or her 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 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: Jeri Ram, Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between City of Dublin and Senior Support Services Contract Year 2008-2009 Page 14 of15 10.11 Inteeration. 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. CITY OF DUBLIN Senior Support Program of the Tri Valley ~cA Richard C. Ambrose City Manager ~~ Mar Petersen Executive Director Attest: ~k~W City Clerk, tkfvtlj Lf/lk/o~ Approved as to Form: '--- Consulting Services Agreement between City of Dublin and Senior Support Services a_ _.- ,. ,\~ . Contract Y Bar 2QQ8..2QQ9 . Page 1.5 of 15 EXHIBIT A SCOPE OF SERVICES Case management is a process that assesses, plans, implements, coordinates, monitors and evaluates the options and services required to meet the senior's health and human service needs promoting quality and cost effective interventions and outcomes. I. Provide 30 Dublin senior citizens with case management services that will foster independence, promote safety and well being, preserve dignity and improve quality oflife. 2. Reach 50 seniors with one-time services Total number of Dublin residents served by this program - 80 Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley Contract Year 2008-2009 Exhitblt B Of Consulting Services Agreement Program Budget Form Attach additional sheets if necessary Total Program Budget $ 8,177 $ '1,308 Subtotal: $ 9A85 Operating Expenses: Capital Expenses: Construction/Rehabilitation $ Permits and Fees $ Design $ Engineering $ Acquisition $ Other Soft Costs (define) Subtotal: Personnel Expenses: Salaries Benefits Supplies Printing/Copying Postage Telephone Rent and Utilities Accounting/Audit Other (define)Travel Subtotal: TOTAL: CDBG $ $ $ $ $ $483 $ $483 $ 9,968 $ $ $ $ $ $483 $ $ 9,968 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 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 acti vi ties/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 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 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 Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley Contract Year 2008-2009 Asian and White Black or African American and White 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 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-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 be 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 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 Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. Consulting Services Agreement between City of Dublin and Senior Support Program of the Tri Valley Contract Year 2008-2009 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance ofthis Agreement. 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 the expiration 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 REOUlREMENTS 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 Opportunity 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 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-llO, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform 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 Contract Year 2008-2009 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 Contract Year 2008-2009 CONSULTING 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 Spectrum Community Services ("Consultant") as of April 15, 2008. 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, 2008, 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 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 the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and shall end on June 30, 2009. Consultant shall complete the work described in Exhibit A. Scope of Services prior to June 30, 2009, 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 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 required by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 1 of 15 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, 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-II0 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 Five Thousand Three Hundred and Seven Dollars ($5,307) 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 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, 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 Bud2et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Spectrum Community Services . Contract Year 2008-2009 Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, 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 ofthe 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. Bud2et. . 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 estimate of the time necessary to complete the work described in Exhibit A. Scope of Services. · The Consultant's signature. 2.3 Monthly 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 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 County pursuant to agreement between City and County of Alameda, signed and dated May 19,2008. 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 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 Spectrum Community Services Contract Year 2008-2009 Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City 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 satisfactorily completed as of the date of written notice of termination. Consultant shall 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 in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 furnish 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 REQUIREMENTS. 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 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 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, 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 Spectrum Community Services Contract Year 2008-2009 Page 4 of 15 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 ofthe 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 insurer, 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 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 in 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 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 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 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 activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of covera2e. 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 betweenaCity of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 5 of 15 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of 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 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 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 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, except after Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 6 of 15 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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:VII. 4.4.2 Verification of covera2e. 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 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 furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 7 of 15 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 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 services 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Covera2e. 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 maintain any insurance 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 · 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 Spectrum Community Services Contract Year 2008-2009 Page 8 of 15 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for 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 (1) the injury, 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 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 indemnification 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 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. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only 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 employee contributions for PERS benefits. Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 9 of 15 6.2 Consultant No A2ent. 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 Governin2 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 Re2ulations. 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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any 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 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 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 between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page10of15 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreernent. 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 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 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 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 writing signed by all the parties. 8.4 Assi2nment and Subcontractin2. 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 written 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 Contract Year 2008-2009 Page 11 of 15 8.6 Options upon Breach by 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 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 relate 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 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-IlO. 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 maintain any and all ledgers, books of account, 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 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 Community Services Contract Year 2008-2009 Page 12of15 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 available for inspection, audit, and/or copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, 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 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 District 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 invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assi2ns. 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 Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at 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 Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 13 of 15 in the Political 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 in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the 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 ~ 1 090 et.seq., the entire Agreement is void and Consultant will not be entitled. to any compensation for services performed pursuant to this 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 ~ 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, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Jeri Ram, Community Development Director or her 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 be sent to: Spectrum Community Services Michael Sweeney, Executive Director 1435 Grove Way Hayward, CA 94566 Any written notice to City shall be sent to: Jeri Ram, Community Development Director. City of Dublin 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 14 of 15 10.11 Inte2ration. 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. CITY OF DUBLIN ?~C~ Richard C. Ambrose City Manager Attest: ~ t f J;cf Lf!l[f!O<6 City Clerk, Depv"l-y Approved as to Form: ~ //-- ~~----- v ....- .~ er, City Attorney Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Page 15 of 15 EXHIBIT A SCOPE OF SERVICES Grant funds will support the Home-Delivery Driver's salary and benefits and mileage while delivering each meal to homebound Dublin seniors. 1. Ensure 32 low-income Dublin seniors are registered and receive meals. 2. Deliver a minimum of 4,460 meals to frail homebound seniors in Dublin. An average of 18 meals delivered per day. Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 EXHlBIT B OF CONSULTING SERVICES AGREEMENT Program Budget Form Attach additional sheets if necessary COBG Grant Total Program Budget Capital Expenses Co nstru cti 0 n/ Re ha b i I itatio n $ $ Permits and Fees $ $ Design $ $ Engineering $ $ Acquisition $ $ Other Soft Costs (define) $ $ Subtotal $ $ Personnel Expenses Salaries $ 2,232 $ 400,289 Benefits $ 838 $ 108,915 Subtotal $ 3,070 $ 509,204 Operating Expenses Supplies $ $ 24,354 Printing/Copying $ $ 254 Postage $ $ 528 Telephone $ $ 6,036 Rent and Utilities $ $ 33,568 Accounting/Audit $ $ 16,400 Other (Mileage) $ 3,007 (Mileage) $ 272,101 (see below) Subtotal $ 3,007 $ 352,713 TOTAL $ 6,077 $ 861,917 Budget prepared by (Name, Title, Telephone Number, E-mail) Leila Cimarra - Controller (510) 881-0300 ext. 218 1cimarra@spectrumcs.org $5,573 Equip. rental & maintenance; $13,599 mileage; $35,921 vehicles; $210,450 raw food; $1,760 Equipment; $3,672 insurance; $1,126 misc. expenses. ------------------------------------------------------------------------------------------------------------ Consulting Services Agreement 2008-2009 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 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 acti vi tiesl 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 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 income Low income American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 American Indian or Alaska Native and White Asian and White Black or African American and White 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-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 be 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 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 Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 Contractor shall comply with Uniform Administrative 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 proselytization as part of, or in connection with the performance ofthis Agreement. 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 the expiration 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 REQUIREMENTS 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 Opportunity 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 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-II0, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. Consulting Services Agreement between City of Dublin and Spectrum Community Services Contract Year 2008-2009 C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. 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 Spectrum Community Services Contract Year 2008-2009 SPECTRUM COMMUNITY SERVICES, INC. CDBG - Dublin FY 2008-09 This Other Total PAID STAFF: Request Sources Project Home Delivery Coordinator (248 serving days, 25%) 2,232 2,232 Benefits: FICA 138 138 MEDFICA 32 32 SUI/ETT 109 109 WCOMP 113 113 Medical 413 413 401k 33 33 Total Benefits 838 838 Total Salary & Benefits 3,070 3,070 OTHER EXPENSES: Catered Meals ($1.18/meal * 15 meals/day * 248 days) 4,390 4,390 Mileage (25 miles/day * $0.485/mile * 248 days) 2,237 770 3,007 Total Other Expenses 2,237 5,160 7,397 TOTAL 5,307 5,160 10,467 3/18/2008 1 :04 PM CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI-V ALLEY HAVEN THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Tri-Valley Haven ("Consultant") as of April 15, 2008. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing 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, 2008, 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 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 the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and shall end on June 30, 2009. Consultant shall complete the work described in Exhibit A. Scope of Services prior to June 30, 2009, 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 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 required by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 1 of 15 2008-2009 class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assh!nment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the 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-I 10 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 Fourteen Thousand Two Hundred Seventy One Dollars ($14,271) 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 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, 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 Bud2et. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 2 of 15 2008-2009 2.2 Invoices. Consultant shall submit invoices, 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. I 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. Bud2et. . 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 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 estimate of the time necessary to complete the work described in Exhibit A. Scope of Services. · The Consultant's signature. 2.3 Monthlv Payment. City shall make monthly payments, based on 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 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 County pursuant to agreement between City and County of Alameda, signed and dated May 19, 2008. 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 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 2008-2009 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City 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 satisfactorily completed as of the date of written notice of termination. Consultant shall 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 ofthis Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 furnish 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 REQUIREMENTS. 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 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 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, 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 Tri-Valley Haven Page 4 of 15 2008-2009 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 insurer, 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 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 in 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 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 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 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 activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of covera2e. 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 000 I (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 2008-2009 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of 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 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 CONSULT ANT 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 Liabilitv 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 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, except after Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 6 of 15 2008-2009 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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 Acceptabilitv of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of covera2e. 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 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 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 2008-2009 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 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 services 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Covera2e. 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 maintain any insurance 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 · 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 2008-2009 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for 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 (1) the injury, 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 indemnification 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 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. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only 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 employee contributions for PERS benefits. Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 9 of 15 2008-2009 6.2 Consultant No A2ent. 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 Governin2 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 Re2ulations. 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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any 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 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 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 between City of Dublin and Tri-Valley Haven Page 10 of 15 2008-2009 Consultant shall include the provisions of this Subsection in 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 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 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 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 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 writing signed by all the parties. 8.4 Assi2nment and Subcontractin2. 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 written 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 Tn-Valley Haven Page 11 of 15 2008-2009 8.6 Options upon Breach by 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 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 relate 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 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-IIO. 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 maintain any and all ledgers, books of account, 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 period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 12 of 15 2008-2009 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 available for inspection, audit, and/or copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, 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 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 District 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 invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assi2ns. 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 Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at 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 Services Agreement between City of Dublin and Tri-Valley Haven Page 13 of 15 2008-2009 in the Political 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 in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the 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 ~ I 090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this 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 ~ 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, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her 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 be sent to: Tri-Valley Haven Vicki Thompson, Associate Director 3663 Pacific Avenue Livermore, CA 94568 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 of Dublin and Tri-Valley Haven Page 14 of 15 2008-2009 10.11 Inte2ration. 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. CITY OF DUBLIN Tri-Valley Haven ity Manager ~.~~ Vicki Thompson Associate Director Attest: ~ t f-fp{ 'fhf/tW , City Clerk, Oep".fy Approved as to Form: Consulting Services Agreement between City of Dublin and Tri-Valley Haven Page 15 of 15 2008-2009 EXHIBIT A SCOPE OF SERVICES Tri-Valley Haven has a goal of creating homes safe from abuse and contributing to a more peaceful society. This program will help do that through four means: · Support to Domestic Violence through crisis line support and safe shelter at the domestic violence shelter. · Support to homeless through the food pantry and homeless shelter. · Prevention education services through classes given at primarily at local schools. · Counseling on domestic violence, sexual assault and homeless issues. Our goals for FY 2008/2009 are as follows: To provide domestic violence services to 25 Dublin residents. To provide homeless services to at least 165 Dublin residents (including food pantry). To provide 16 community education and preventative presentations to at least 600 Dublin residents. To provide counseling services to 24 Dublin residents. Consulting Services Agreement between City of Dublin and Tri-ValleyHaven 2008-2009 EXHIBIT B of Consulting Services Agreement Program Budget Form Attach additional sheets if necessary CDBG Grant Total Program Budget Capital Expenses Constru ctio njRe ha bi I itation $ $ Permits and Fees $ $ Design $ $ Engineering $ $ Acquisition $ $ Other Soft Costs (define) $ $ Subtotal $ $ Personnel Expenses Salaries $ 11,654 $ 391,165 Benefits .$ 2,307 $ 102,488 Subtotal $ 13,961 $ 493,653 Operating Expenses Supplies $ 310 $ 10,350 Printing/Copying $ $ 8,500 Postage $ $ 273 Telephone $ $ 10,000 Rent and Utilities $ $ 28,000 Accounting/Audit $ $ 5,000 Other (Staff Development) $ $ 2,500 Other (Mileage) $ $ 5,500 Other (Admin.) $ $ 75,250 Subtotal $ 310 $ 145,373 TOTAL $ 14,271 $ 639,026 Budget prepared by (Name, Title, Telephone Number, E-mail) Linda L. Johnson Director of Finance and Compliance (925)667 -2723 lindaj@trivalleyhaven.org EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 ofthe 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. I. 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 acti viti 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 speGified goals; additionally, identify any problems encountered 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 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 Consulting Services Agreement between City of Dublin and Tri-Valley Haven 2008-2009 Black or African American and White 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 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-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 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 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 Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION Consulting Services Agreement between City of Dublin and Tri-Valley Haven 2008-2009 There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. 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 the expiration 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 REQUIREMENTS 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 Opportunity 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 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-IIO, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative 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 Consulting Services Agreement between City of Dublin and Tri-Valley Haven 2008-2009 for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between City of Dublin and Tri-Valley Haven 2008-2009 ~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BAY AREA COMMUNITY SERVICES THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Bay Area Community Services ("Consultant") as of April 15. 2008. 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 Julv 1. 2008, 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 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 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..'fhe term ~f this Agreement shall begin on Julv 1. 2008 and shall end on a..... 30~2009. ;'Consultant shall complete the work described in Exhibit A. Scope of Services prior to June 30, 2009, 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 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 required by this Agreement in a substantial, first- Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 Page 1 of 15 class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assbroment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the 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-IIO and A-I22 (incorporated herein by reference) for the procurement of . supplies and services in connection with activities funded under this Agreement. Settion 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Four Thousand Seven Hundred Fifty Seven Dollars ($4,757) 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 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, 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 Bude:et. Consultant shall request compensation consistent with the budget provided 8.1l4 included as Exhibit B. Consulting Services Agreement b~tween City of Dublin and Bay Area Coml1\unity Services 2008-2009 Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, 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. 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 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 estimate of the time necessary to complete the work described in Exhibit A. Scope of Services. The Consultant's signature. . . . . . 2.3 Monthly 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 Payment. City shall pay the last invoi~e 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. 2008. 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 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 Bay Area Community Services 2008-2009 Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City 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 satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs jncurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms ofthis Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical 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 furnish 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 REQUIREMENTS. 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 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 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, 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 Bay Area Community Services 2008-2009 Page 4 of 15 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 insurer, 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 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 in 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 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 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 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 activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverae:e. 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 Bay Area Community Services 2008-2009 Page 5 of 15 4.2.3 Additional reQuirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising 'out of 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 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 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 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, except after Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 Page 6 of 15 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 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 insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another 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:VII. 4.4.2 Verification of coverae: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 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 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 Bay Area Community Services 2008-2009 Page 7 of 15 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 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 services 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 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 increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverae: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 maintain any insurance 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 . . 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 Bay Area Community Services 2008-2009 Page 8 of 15 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 municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for 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 (1) the injury, 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 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 indemnification 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 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. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only 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 oroinance 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 employee contributions for PERS benefits. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 Page 9 of 15 6.2 Consultant No Al!ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to 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 Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Ree: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 their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any 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 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 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 between City of Dublin and Bay Area Community Services 2008-2009 Page 10 of 15 Consultant shall include the provisions of this Subsection in 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 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 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 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 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 writing signed by all the parties. 8.4 Assie:nment and Subcontractine:. 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 written 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 ofthis Agreement. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 Page 11 of 15 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms 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 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 completep. 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 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 agree that, until [mal 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-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, 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 period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business 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 Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, 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 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 District 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 invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assi2ns. 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 Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at 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 Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 Page 13 of 15 in the Political Reform Act, codified at California Gover:nment Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the 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 91090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this 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 9 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, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jeri Ram, the Community Development Director or her 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 be sent to: Bay Area Community Services Kent Ellsworth, Executive Director 3900 Valley Avenue #B 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 of Dublin and Bay Area Community Services 2008-2009 Page 14 of 15 10.11 Inte2: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. CITY OF DUBLIN '--j2~(. A fi Richard C. Ambros~ City Manager Kent Ellsworth Executive Director Attest: Approved as to Form: Q/.--7 Jo9w :;;, C~~ttom:; Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 Page 15 of 15 EXHIBIT A OF CQNSUL TING SERVICES AGREEMENT SCQPE OF SERVICES Proposal Summary - (A program may contain several goals) Capital Public Service Request 0 OR Request X (check one) Program name Valley Creative Living Center Brief Program summary Valley Creative Living Center (CLC) is a community based psychosocial day rehabilitation program serving adults with psychiatric disabilities in the Tri-Valley area. The program provides the necessary structure and support to assist individuals in their recovery and reintegrate into the community through paid or volunteer jobS and educational institutions. Goals - Number of Program goals to be achieved in fiscal year 2008- 2009 List a brief description of each program goal: 1. Valley Creative Living Center will provide services to low and very low income individuals with psychiatric disabilities. 2. Provide on going day rehabilitation services three days per week:, year round. Number of Dublin residents served by this goal 9 3. Provide the opportunity for prevocational and employment services. 9 9 Use a separate sheet of paper if needed Amount of Dublin grant funding requested (match first column budget form #2) $5000.00 Overall Total number of Dublin residents to be served by this program 9 Community Development Block Grant Application Certification To the best of my knowledge and belief, all information and data in this application and attachments are true and correct. No material Information has been omitted, Including financial information. If funded, I certify that the Agency is willing and able to adhere to polices and procedures specified by the City of Dublin, and If applicable, the appropriate program regulations of the US Department of Housing and Urban Development Further, I understand this is not an agreement for grant funding and cannot encumber funds until the City of Dublin and the individual authorized to execute contracts on behalf of the APplicant Agency, has signed the contract, and If applicable, all federal regulations and paperwork are OO~~~ ~ Authorized Sill abBe (s/lft1/n blue Ink) Executive Director ntle I ~'./1-fJI) 7 2 "EXHIBIT B OF CONSUL liNG SERVICES AGREEMENT" Program Budget Form Attach additional sheets if necessary Capital Expenses Subtotal Personnel Expenses Salaries Benefits Subtotal Operating Expenses Supplies Printing/Copying Postage Telephone Rent and Utilities Other: Repair and Maint Contracted Services Equipment Advertising/Publ. Transportation Conferences, Mbrs Insurance Miscellaneous MHS Admin BACS Indirect Cost Total Operating TOTAL BUDGET CDBG Grant Total Program Budget $ $ o o S 4,757 S $ 4,757 S 77, 11 8 S 21,225 $ 98,343 s s s s s S 1 ,750 S 900 S 550 S 2,350 S 28,300 S 500 S 575 S 1 ,500 S 600 S 4,270 S 850 S 500 S 50 S 13,365 S 15,176 $ 71,236 $ 169,579 $ 4,757 Budget prepared by (Name, TitLe, TeLephone Number, E-mail) Barbara MacAuliffe, CFO 510613-0327 bmacauliffe(a)bayareacs.org ... EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING 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 ofthe 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, identify any problems encountered in meeting 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 White Asian and White Black or African American and White Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008~2009 . . 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-making and managers. D. The Contractor shall follow audit requirements of the 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 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 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 proselytization as part of, or In connection with the performance of this Agreement. Consulting Services Agreement between City of Dublin and Bay Area Community Services 2008-2009 ~ ,. 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 the expiration 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 REQUIREMENTS 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 Opportunity 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 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-llO, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative 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 Bay Area Community Services 2008-2009