HomeMy WebLinkAboutItem 4.07 CDBG Ala Cty Funding
CITY CLERK
File # D~[Q][Q]-I'I1ØJ
AGENDA STATEMENT &¡¡OCJ -30
CITY COUNCIL MEETING DATE: May 17, 2005 ( g!J - ItJ
SUBJECT:
ATTACHMENTS:
RECOMMENDATION:
V
FINANCIAL STATEMENT:
BACKGROUND:
Adoption of Resolution approving use of 2005-2006 COBO funds
by executing agreements with the following:
The County of Alarneda for use of the $93,505 in COBO funds,
Senior Support Programs of the Tri Valley, Tri-Valley Haven,
Spectrum Community Services, Inc., COl11munity Rcsources for
Independent Living (CRIL), Open Heart Kitchen and Bay Area
Community Services.
Report Prepared by: Julia Abdala, Housing Specialist
I.
Agreement by and Between the City of Dublin and the
County of Alarneda
Agreement with Senior Support Prograrn of Tri-Valley
A~'I"eement with Tri-Valley Haven
Agreement with Spectrum Community Services, Inc.
Agreement with Community Resources for Independent
Living (CRIL)
Agreement with Open Heart Kitchen
Agreement with Bay Area Community Services
Resolution Authorizing the above agreements
2.
3.
4.
5.
6.
7.
8.
Adopt a Resolution approving the following Agreements with:
1. The County of Alarneda, Senior Support Prograrn of the Tri-
Valley, Tri-Valley Haven, Spectrum Community Services,
Inc., Community Resources for Independent Living (CRIL),
Open Heart Kitchen and Bay Area Community Services.
2. Authorize the Mayor to sign the above listed agreements to
utilize CDBO funds for 2005-2006 Fiscal Year
The total arnount of COBO funds allocated to Oublin for this
coming prograrn year is $93,505.
To utilizc the COBO funds for 2005-2006 Fiscal Year the City of Dublin must: I) Enter into an
agreement with the County of Alarneda for allocation of these funds, and 2) Enter into agreements with
the various agencies that have been awarded COBO funds.
Staffhas sent out Request for Proposals to solicit interest from agencies in providing services within the
City. After reviewing proposals received, on January 18, 2005 thc City Council approved usage of 2005-
2006 COBO funds for the following agencies and prograrns:
_________a....n_..___________________________________."___OU".____________________________________a...._________________________a....r___________________________"..~,
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COPIES TO: In-house Distribution
ITEM NO. M-
I. City of Dublin - Sidewalk Rarnps $9,765
2. Senior Support Prograrns of the Tri-Valley $10,000
3. Tri- Valley Havcn - Domestic Violence/Homeless Services $15,000
4. Spectrum Community Services, Inc. - Mcals 011 Wheels $5,000
5. Community Resourccs for Independent Living (CRIL) $10,000
6. Opcn Heart Kitchen - Weekend Box Lunch Prograrn $10,000
7. Bay Area Community Services - alley Creative Living Center $5,000
8. Financial Contribution Toward Acquisition and Rehabilitation of the Farnily Crisis Shelter
$5,427
9. Housing Rehabilitation through the County offices $16,713
10. Prograrn Administration $6,600
TOTAL
$93,505
These approved applications were then sent to the County of Alameda for review. The County agreed
with the usage of CDBO funds for the purposes that the City Council had approved.
Now the City of Dublin, as an Urban County City, must approve an agreernent with the Alarneda County
Housing and Commu.nity Dcvelopment Departmcut for receipt of CDBG funds for the fiscal year 2005-
2006. Thc total amount of CDBO funds that wm be allocated to Dublin for this coming prograrn year is
$93,505.
At the sarne time the City must enter into agreements with the outside agencies that City Council agrccd
to fund: Senior Support Programs ofthc Tri-Valley, Tri-Valley Haven, Spectrum Community Services,
Inc. (Meals on Whccls), Connnunity Resources for Independent Living (CRIL), Open Heart Kitchen
(Weekend Box Lunch Prograrn) and Bay Area Community Services (Valley Creative Living Center).
These agreements include Exhibit A with the Scope of Services and Exhibit B with the Budget outlining
services to be provided and the conditions under which the CDBO funds may be expended.
The uses of the 2005-2006 Fiscal Year CDBO funds also included the $5,427 annual contribution to the
City of Livermore that thc City Council agreed to for participation in acqu.isition and rehabilitation of the
Sojourner House Homeless Shclter. This would be the fourth year contribution toward this fund. Tri-
Valley Havcu administers this shelter.
These agreements with the various agcucies will implement the City Council's direction of the Council
mccting of January 18, 2005. All agreements must be signed and executed hefore the City can utilize the
CDBO funds allocated to the City of Dublin by the County of Alarneda.
RECOMMENDATION:
Staff recommends that thc City Council adopt a Resolution approving agreements with The County of
Alarneda, Senior Support Prograrn of the Tri-Valley, Tri-Valley Haven, Spectrum Community Services,
Inc., Community Resources for Independent Living (CRIL), Opcn Heart Kitchen, and Bay Area
Community Services and authorizing the Mayor to sign the above listed agreements to utilize CDBO
funds for 2005-2006 Fiscal Year.
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AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
THIS AGREEMENT is made and entered into this 1 st day of July, 2005, by and between
the County of Alameda (hereinafter referred to as "County"), and the City of Dublin, located in
the County of Alameda, State of Cali fomi a, (hereafter referred to as "City").
WHEREAS, the County has entered into a Grant Agreement with the United States
Department of Housing and Urban Development (HUD), for a Community Development Block
Grant (CDBG) under the Housing and Community Act of 1974, said funds to be used for
Community Development block Grant Prograrns and its eligible activities; and
WHEREAS, the activities of the City under this Agreement with the County shall be
governed by the conditions of the Grant Agreement between the County and the United States
Department of Housing and Urban Development;
NOW TIIEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES
HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AOREE AS FOLLOWS:
1. STATEMENT OF WORK
CITY will perform or arrange for the performance of the work under this Agreement in
the manner and time provided herein and in accordance with: the budget; the scope of
work and any specifications and drawings; and all related documents and provisions
attached hereto as Exhibit A and incorporated herein by reference.
II. COMMENCEMENT AND COMPLETION REOUIREMENTS
A. The term of this Agreement begins on the 1st day of July, 2005 and ends on the
30th day of June, 2006, or when all contract terms have been completed.
B. It shall be the responsibility of the City to coordinate and schedule the work to be
performed so that commencement and completion will take place in accordance
with the provisions of this Agreement. The County may extend the time for
completion of the Agreement in writing, if it determines that delay in the progress
of work is not attributable to the negligence of the City and that such delay was
due to causes beyond the control of the City.
C. Any time extension granted to the City to enable the City to complete the work
shall not constitute a waiver of rights the County may have under this Agreement.
D. Should the City not complete the work by the scheduled date or by an extended
date, granted by the County in writing, pursuant to previously stated conditions,
the County shall be released from all conditions ofthis Agreement.
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E. Upon completion of performance under this Agreement and a determination of
final costs, City shall submit to the County a certificate of completion for
construction projects and a requisition for final payment for service projects,
unless otherwise provided in this Agreement
III. SUBCONTRACTS
A. Any subcontract funding under this Agreement shall be submitted to County for
review and approval prior to its execution.
B. In the event subcontractor is a private non-profit or neighborhood-based non-
profit organization, or a local development or small business investment
corporation, contractor is required to comply with the procurement procedures of
Office of Management and Budget (OMB) Circular A·ll0 and A-122
(incorporated herein by reference) for the procurement of supplies and services in
connection with activities funded under this Agreement.
C. Any subcontract funded under this Agreement shall be subject to the terms and
conditions of this Agreement.
IV. BUDGET
Any requested modification to the Budget attached to this Agreement and incorporated as
part of this Agreement, shall be reviewed and approved by County. Any budget
modifications require the prior written approval of County. Budget modifications shall
not alter: I) The basic scope of services required to be performed under this Agreement;
2) the time period for the services to be performed under this Agreement; and, 3) the total
amount of the authorized budget of this Agreement (see Exhibit A), subject to future
amendmcnts as approved by the Alarneda County Community Development Director.
Any of the cost categories shown in the Agreement Budget may be exceeded by ten
percent of the indicated figure, provided that the total approved amount of allowable
costs is not exceeded.
V. RECORDS AND REPORTS
A. All original documents prepared by City in connection with the work to be
performed under this Agreement shall be the property ofthe County.
B. City's records shall be made available for review by the County prior to the
release of funds. City shall be responsible for maintaining all records pertaining
to this Agreement, including subcontracts and expenditures, and all other financial
and property records in conformance with OMB circular A-I 10.
C. Records must be kept accurate and up-to-date. Failure of City to comply with this
provision could result in termination of thís Agreement or City's repayment of
funds previously awarded under this Agreement.
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VI. PROGRAM MONITORING AND EVALUATION
A. City shall be monitored and evaluated in terms of its effectiveness and timely
compliance with the provisions of this Agreement and the effective and efficient
achievement of the Prograrn Objectives.
B. City shall undertake continuous quantitative and qualitative evaluation of the
Scope of Services as specified in this Agreement and shall make quarterly written
reports to County.
I. The quarterly written reports shall be submitted in the format approved
and provided by the County.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The County shall have ultimate responsibility for overall project monitoring and
evaluation, to assist City in complying with the scope and contents of this
Agreement, and to provide management infonnation which will assist the
County's policy and decision-making and managers.
D. The City shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
VII. PROGRAM INCOME
A. Prograrn income shall be recorded as part of the financial transactions of the grant
prograrn and disbursed in accordance with OMB Circular A-IIO.
B. Prograrn income received by City shall be returned to County for future
application to City projects.
C. Program income from Urban County prograrn activities undertaken by or within
City which thereafter terminates its participation in the Urban County shall
continue to be prograrn income of the County. County may transfer the prograrn
income to City, upon its tennination of Urban County participation, provided that
City has become an entitlement grantee and agrees to use the prograrn income in
its own CDBG entitlement program.
VIII. UNIFORM ADMINISTRATIVE REOUIREMENTS
City shall comply with Uniform Administrative Requirements as described in Federal
Regulations, Section 570.502 as applicable to govemmentaJ entities.
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IX. RELIGIOUS ACTIVITY PROHffiITION
There shall be no relìgious worship, instruction, or proselytization as part of, or In
connection with the perfonnance of this Agreement.
X. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, City shall transfer to County any CDBG
funds on hand at thne of expiration and any accounts receivable attributable to the
use of CDBG funds_
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in County being reimbursed at fair market value less value attributable to non-
CDBG expenditures_
XI. OTHER PROGRAM REOUlREMENTS
City certifies that it wilJ carry out each activity in compliance with all Federal laws and
regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to
a) Non-discrimination, b) Fair Housing, c) Labor Standards, d) Environmental Standards,
3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Inelìgible Contractors or Sub-recipients, j) Unifonn Administrative Requirements and
Cost Principals, k) Conflict ofInterest, and I) Displacement.
XII. TERMINATION OF THIS AGREEMENT
County may terminate this Agreement in whole or in part immediately for cause, which
shall include as example but not as a lìmitation:
A. Failure, for any reason, of City to fulfill in a timely and proper manner its
obligations under this Agreement, including compliance with City, State and
Federal laws and regulations and applicable directives;
B. Failure to meet the performance standards contained in other sections of this
Agreement;
C. Improper use of reporting of funds provided under this Agreement; and
D_ Suspension or tennination by HUD of the grant to the County under which
Agreement is made, or the portion thereof delegated by this Agreement.
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Approved as to fOI1l1:
Approved as to fOI1l1: Richard E. Winnie
County Counsel
By:
City Attorney
By:
Deputy County Counsel
Date:
Date:
* * * . * * * * * * . * .
CITY OF DUBLIN
COUNTY OF ALAMEDA
By:
Mayor
By:
President, Board of Supervisors
Attest :
City Clerk
Date:
Date:
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SENIOR SUPPORT OF THE TRI- VALLEY
THIS AOREEMENT for consulting services is made by and between the City of Dublin
("City") and the Senior Support of the Tri-Valley ("Consultant") as of ,2005.
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 bea party to an agreement with the County of Alarneda, to bc dated
July I, 2005, whereby certain Community Development Block Orant ("CDOB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Prograrns").
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 mutuaJly 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 1,2005 and
shall end on June 30, 2006. Consultant shall complete the work described in
Exhibit A. Scone of Services prior to June 30, 2006, unless the term of the
Agreement is otherwise tenninated 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 smndards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consulmnt
shall prepare all work products required by this Agreement in a substantial, first-
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
2005
Page I of 15
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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 tills 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 (OMS)
Circular A-IIO and A-122 (incOlporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten Thousand Dollars ($10,000), notwithstanding any contrary indications that may be
contained in consultant's proposal, for services to be performed and 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 arnount 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 iocl ude the
costs of contributions to any pensions and/or annuities to willch 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 of the Tri-Val1ey
2005
Page 2 of 15
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2.2 Jnvoices. 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 perfonned and reimbursable costs incurred prior to the invQice date.
Invoices shall contain the following infonnation:
· Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
· The beginning and ending dates of the billing period;
· A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B. Budl!:et.
· At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
· The total number of hours of work perfonned under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
perfonning 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. SeoDe of Services.
· The Consultant's signature.
2.3 MonthJv Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily perfonned, and for authorized reimbursable
costs incurred. City shall have 30 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
(mal invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated
,2005.
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 Senior Support of the Tri·Valley
2005
Page 3 of 15
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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 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 t=ination.
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 REOUlREMENTS. Before begiuning 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, empJoyees, 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. ConsuJtant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shan 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 hcrein 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.
2005
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Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
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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~ÎI1surance program to meet those requirements, but only if the prograrn
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 shaH 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, 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 coveragc
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 arnount 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 Oeneral Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed undcr 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
darnage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of covera!!e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial Genera] Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number OL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive Oeneral Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
2005
PageS of15
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(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional relluirements. 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 bc
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of COl1Bultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, Icased, or used by the Consultant. ll1e 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 trom 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.
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
2005
Page 6 of 15
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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 AU Policies Requirements.
4.4.1 Acce )tabllitv 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 ofinsurance 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
2005
Page7of15
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri- Valley
13 Db'"?;¡'"
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
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 deductibJ es 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 a]l respects to each of them.
4.4.6 Notice of Reduction in Coveral!e. In the event that any coveragc
required by this section is reduced, limited, or materially affected in any
other marmer, 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 ate 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, unti] Consultant demonstrates compliance with the requirements
hereof; and/or
· Terminate this Agreement.
2005
Page 8.of 15
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
ILf~I~¿'
Section 5. INDEMNIF1CATION 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, darnages, and causes of action arising out of any personal injury,
bodi]y injury, loss of life, or darnage 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
furegoing obligation of Consultant shall not apply when (I) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful miscondact 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, darnage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold hannless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of iru;urance certificates and endorsements required under this
Agreement docs not relieve Consaltant from liability under this indemnification and hold
hannless clause. This indemnification and hold hannless claase shall apply to any damages or
claims for danlages whether or not such insurance policies shall have been determined to appJy.
By execution of this Agreement, Coru;ultant 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 t= 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 on1y insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; howcver, 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
federaJ policy, rule, regulation, Jaw, 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 alJ claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enrolJ in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
2005
Page 9 of 15
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri- Valley
16" "bt~)"
any contribution to be paid hy City for employer contributions and/or employee
contributions for PERS benefits.
6.2
Consultant No Al!enl. 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 Govemmental Rel!ulatiops. To the extent that this Agreement may be
funded by fiscal assistance from anoth.eT 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 prograrn.
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 Jegal1y 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 prograrns provided by Consultant under this Agreement. Consultant
shall comply with al1 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 subj ect of this
Conswtillg Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
2005
Page 10 of15
11.o~\~¿'"
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection III any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this 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
serviccs perfonned to the effective datc 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 arnendment 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 arnount 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 arnend this Agreement only by a writing signed
by all the parties.
8.4 Assil!Iunent and Subeontractin!!. 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, experiencc,
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 allY
interest therein without the prior written approval of th.e Contract Administrator.
Consultant shall not subcontract any portion of thc 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 Senior Support of the Tri-Valley
2005
Page II oDS
II I7bl;~
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 thc termination of this Agreement.
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 Eil:hibit A that is unfinished at the time of breach and the
arnount 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 Jimited 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, aU data,
plans, specifications, reports and other documents are confidential and will not be
rcleased to third parties without prior written consent of both parties.
Consultant shal1 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-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable arnount 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
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-VaUey
2005
Page 12 of 15
1~~I'3>~
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 arnount 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 tlu'ee (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 sarne action or in a separate actioD 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 tria] of such action shaH be vested
exclusively in the state courts of California in the County of Alarneda or in the
United States District Court Northern District of California.
10.3 SeverabUitv. 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 ren1ain 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 constitl1te a waiver of any other breach of that term or
any other tenn of this Agreement.
10.5 Successors and Assil:!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 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 Jess cost than virgin paper.
Consu]ting Services Agreement between
City of Dublin and Senior Support of the Tri-VaHey
2005
Page 13 ofl5
¡ t:J¡ "b r~2-
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 ofinterest," as that term is defined
10.8 in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shaH not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shaH have any financial interest
in this Agreement that wouJd 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 all 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 oftlús
Agreement. Consultant understands that, if this Agreement is made in violation
of Oovemment Code § 1090 et.seq., the entire Agreement is void and Consu.ltant
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 ofCaJifomia.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focu.s
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 designee ("Contract Administrator").
All correspondence shaH 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:
Marlene Petersen, Director
Senior Support Program of the Tn-Valley
5353 Sunol Blvd.
Pleasanton, CA 94566
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
2005
Page 14 of 15
90tJbl ~ 2.
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inteeratlon. 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 aU prior negotiations,
representations, or agreements, either written or om\.
CITY OF DUBLIN
TRl-VALLEY COMMUNITY
FOUNDATION
Janet Lockhart, Mayor
c/'R~/ dtJ!c<4J
Mar ene Petersen, Executive Director
~e. pæ¡¡:,slo""",r
I
--r;i;., \JUL~...,.Cc¡F l""'''4IiT'/ t¡;t.,...."/J¡.t/¡i4
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
ConsuJting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley
2005
Pagel50fl5
2 lOb \~~
EXHIBIT A
SCOPE OF SERVICES
Tri-Valley Community Foundation will provide the following services through this Agreement
with a contract with Senior Support Prograrn of the Tri-Valley.
20 new low- or very low-income Dublin seniors will receive Case Management Services. Case
management services consist of initial assessment in the senior's home including assessment of
living situation as well as senior's physical, mental and emotional status. Assistance needed with
activities of daily living is assessed as well.
A Care Plan is forrnulatcd for each senior. The plan includes locating, arranging and overseeing
services such as transportation, meals, safety devices and in-home companions and workers.
The caseworker a1so makes referrals and coordinates with physicians, home health nurses, social
workers, attorneys and other needed professionals. Assistance is provided in applying for Medi-
Cal, food stamps, SSI and in handling Medicare and health insurance bi11ing.
Hourly cost for home services is $40,00Ihour. Each client requires approximately II hours of
se 'VIee.
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri- Valley-Exhibit A
2005
Page I of I
'2. '2Ob\-"~
EXHIBIT B
BUDGET
Funds for this project go to direct services to Dublin senior residents.
Director
Case Manager
I hr. wk. X 52 @ $24.001hr.
8 hrs. wk. X 52 @ $17.001hr.
$1,248
$7,072
Total
$8,320
Benefits @ 21 % = $1,747
Dublin will contribute $1,680 to benefits
$ 1,680
Total Salary &
Benefits
$10,000
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley-Exhibit B
2005
Page 1 of 1
~-¿~ \~2..
EXHmIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
I. PROGRAM MomTORING AND EV ALUA TJON
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 Prograrn 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 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 Senior Support of the Tri-Valley~~Exhibit C
2005
Page 1 of 4
2Y.~;¡'"
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; ¡fused, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shaH be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
prograrn year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, Ie 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 foJlow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Prograrn income shall be recorded as part of the financial transactions of the grant
prograrn and disbursed in accordance with OMB Circular A-I J 0, with prior
approval or consent of City.
B. Prograrn income received by Contractor shall be returned to City for future
application to eligible projects.
C. Prograrn 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 REOUIREMENTS
Contractor shall comply with Unifom1 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 perfonllance of this Agreement.
2005
Page 2 of 4
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley--Exhibit C
't. S at/'a.
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBO funds on hand at time of expiration and any accounts receivable
attributable to the use ofCDBO funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
fiJ )ds 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-CDBO
expenditures.
6. OTHER PROGRAM REOU1REMENTS
Contractor certifies that it will carry out each activity in compliance with all Federa1laws
and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisi011B, b) Fair Housing, c) Labor
Standards, d) Envirol1Il1ental 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 wil1 provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REOULATIONS
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 subcpart J of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Oovcmments.
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Valley--Exhibit C
2005
Page 3 of 4
2/,p~r~ 2.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Unifonn Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments
Consulting Services Agreement between
City of Dublin and Senior Support of the Tri-Val1ey--EJÙ1ibitC
2005
Page 4 of 4
2lot>' ~~
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
TRI-VALLEYHAVEN
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Tri-Vallcy Haven ("Consultant") as of ,2005.
RECITALS
I. The County of Alarneda 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 I, 2005, 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 Prograrns.
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 I. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shan provide to City the services described in thc Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a confljct 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, 2005 and
shall end on June 30, 2006. Consultant shall complete the work described in
Exhibit A. Scooe of Services prior to June 30, 2006, unless the tenn 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 Performaocc. 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
2005
Page 1 ofl5
ATTACHMENT 3
Zi'>q; I ~2.
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-II 0 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Fifteen thousand dollars and 00/100, ($15,000), 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 CDBO funds from the County of Alarneda. The payments specified
below shal1 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 Tri- Valley Haven
2005
Page 2 of 15
¿qct/~2-
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 E~ibit A. ~oDe of Services.
· The Consultant's signature.
2.3 MonthlY Payment. City shall make montlùy payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 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
,2005.
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
maximwn arnount of compensation provided above either for a task or for the
Consulting Services Agreement between
City of Dublin and Tri·Valley Haven
2005
Page 3 ofl5
"3Dcb \ 3"
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 EOUIPMENT. 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 rcquired by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth hcrcin.
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 REOUIREMENTS. 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 darnages to property that may arisc 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 bctween
City of Dublin and Tri-Valley Haven
2005
Page 4 ofl5
31ríb 132.
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 shaH 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 prograrn
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance prograrn 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 prograrn of self-insurance
is provided, shaH waive aH rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising rrom work performed under
this Agreement.
An endorsement sha\J state that coverage sha\Jnot be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has bccn
given to the City. Consultant sha\J 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 Geueral reaulrements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for thc
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 fo111J, or other form with a general aggregate limit is
used, eithcr the general aggregate limit shall apply scparately 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 thererrom, and
darnage 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 fo111J,
number GL 0002 (ed. 1/73) covering comprehensive Oeneral Liability and
Insurance Services OtTtce form number OL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shaH be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2005
Page 5 of 15
3'2'bI;~
(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 perfonned 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, employecs, agents, or volunteers.
b. The insurance shall cover on an occurre:nce 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 perfonning work pursuant to this Agreement in an
arnount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors aDd omissions.
4.3.1 Any deductible or self-insured retention shall mt exceed $150,000 per
claim.
Consulting Services Agreement between
City of Dublin and Tri-Valley I'laven
2005
Page 6 of15
~~Db\~~
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 liabìlìty or severability of interest clause.
4.3.4 The following provisions shalJ 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
cxtended 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 soJe 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 commenccment of any work under this
Agreement.
4.4 All Policies Reuuirements.
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 coveral!:e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be 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 Tri-Valley Haven
2005
Page 7 ofl5
3Y~ 13;z..
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
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 ofthe 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 Cìty, 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 Coveralle. Tn the event that any coverage
required by this scction 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 iru>urance and deduct and retain the arnount of the premiums for
such insurance from any smns 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 Tri- Valley Haven
2005
Page 8 of 15
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Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shalJ 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, darnages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or darnage 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, darnage 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, darnagc
to propcrty, or violation of Jaw. 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 darn ages or
claims for darnages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant aclrnowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or aI1Y 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 bc an independent contractor and shall not be an el11ployee 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, agcnts, 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
2005
Page 9 of 15
Consulting Services Agreement between
City of Dublin and Tri- Valley Haven
31J"b132
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
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.
LEGAL REOUlREMENTS.
Section 7.
7.1 Governinl! Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant und any subcontractors shall
comply with all laws applicable to the perfonnance of the work hereunder.
7.3 Other Governmental Rel!ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with aU 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 Grunt
Additional Terms und 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 arid its employees, agents, any subcontractors
shaU, 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 thcir 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, rccipient of, or applicant for any
services or prograrns provided by Consultant under this Agreement. Consultant
shall comply with aU applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondis(:rimination in employment,
contracting, and the provision of any services that are the subject of this
Consulting Scrvices Agreement between
City of Dublin and Tri-Valley Haven
2005
Page 10 of15
"31"'b1~).
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby. .
Consultant shan include the provisions of this Subsection m any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall includc in such notice the rcasons for cancellation.
In thc 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 arnendment 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 arnount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shan 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 Assimment 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.
COI1SUJtant 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 Serviccs Agreement betwecn
City of Dublin and Tri- Valley Haven
2005
Page 11 of 15
'36ðfJ13Zo-
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 bv Consultant. If Consultant material1y breaches any of
the terms oftrus Agreement, City's remedies shall includcd, but not be linùted 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
arnount 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
Rccords 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 thc City.
lt 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 th.e City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval hy City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without 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 circuJar A-IIO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable arnount 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
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2005
Page 12 of 15
3'1ar:J3:¡
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of fmal payment
to the Consultant to this Agreement.
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 Statc 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 shaH 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 fuH force and effect. The invalidity in
whole or in part of any provision of this A~'I"eement 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 AssÎlros. The provisions of this Agreement shaH 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 rccycled paper to the extent it is
available at equal or less cost than virgin paper.
Consulting Services Agreernent between
City of Dublin and Tri-Valley Haven
2005
Page 13 of15
Y.D~>Þ
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities witbin the corporate limits of City or whose business, regardless of location,
would place Consultant in a "conflict of interest," as that term is defined
10.8 in the Political Refonn Act, codified at California Oovernment 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
Consuhant 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 Govemment 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 Consuhant will be
required to reimburse the City for any SW11S 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, ifapplicablc, will be
disqualified fi'om 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 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:
Ann King, MSW
Executive Director
Tri- Valley Haven
3663 Pacific Avenue
P.O. Box 2190
Livermore, CA 94551
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2005
Page 14 of 15
41~13¡¡'"
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
I 00 Civic Plaza
Dublin, CA 94568
J 0.1 J Jnte!l: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 entirc 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
~~ve Director
Janet Lockhart, Mayor
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2005
Page 15 ofl5
EXHIBIT A
SCOPE OF SERVICES
The consultant will provide the following measurable goals through this Agreement:
Case Management Services. The goal is:
To provide domestic violence services to at least 12 Dublin residents
To provide domestic violence services to at least 13 Dublin residents
To provide homeless services to at least 82 Dubliu residents
To provide homeless services to at Jeast 83 Dublin residents
To provide 8 prevention presentations to at lest 300 Dublin residents
To provide 8 prevention presentations to at lest 300 Dublin residents
To provide counseling services to at lest 12 Dublin residents
To provide counseling services to at lest 12 Dublin residents
!.f'2~I~2-"
Consulting Services A~'I"eemen( between
City of Dublin and Tri-Valley Haven--Exhibit A
2005
Page I of 1
EXHmIT B
BUDGET
A. SalariesfEmployee Benefits
Case Manager - Domestic Violence Shelter
4 hours @ $15/hr.
Benefits @ 28%
Total salaries and benefits
Case Manager - Homeless Shelter
9 hours @ $15/hr
Benefits @ 28%
Total Salaries and benefits
Total SalarieslBenefits
B. Operating Expenses
U tiE tics
Telephonc
Office Supplies
Total Operating Expenses
Total budget
$3,120
$ 890
$4,010
$7,020
$1,970
$8,990
$13,000
$1,000
$ 700
$ 300
$ 2,000
$15,000
Lt~tl~"
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven--Exhibit 13
2005
Pagelof5
4y.~1~
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
I. PROORAM 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.
I. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of prograrn, listing of components, description of
activi ti 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, identity by
percentagc and description, the progress achieved towards meeting
the specified goals; additionally, identity any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent oftotaJ number of direct beneficiaries who arc:
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
American Indian or Alaska Native and Black or
Afiican American
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven--Exhibit C
2005
Page 2 of 5
1f66è¡\> 2.
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
prograrn 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 infonnation that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of thc 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
prograrn and disbursed in accordance with OMB Circular A" II 0, with prior
approval or consent of City.
B. Program incomc received by Contractor shall be returned to City for future
application to eligible projects.
C. Prograrn 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 Unifonn 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 perfonnance of this Agreement.
Consulting Services Agreenlent between
City of Dublin and Tri-Valley Haven--Exhibit C
2005
Page 3 of5
41J>G{) \µ
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBO 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 Prograrn, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lcad-
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 REOULATIONS
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 Tri-Valley Haven--Exhibit C
2005
Page 4 of 5
41Jb\~-;¡"
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven--Exhibit C
2005
Page 5 of5
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SPECTRUM COMMUNITY SERVICES, INCORPORATED
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and the Spectrun1 Community Services, Incorporated ("Consultant") as of
2005.
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 I, 2005, whereby certain Community Development Block Grant ("CDGB'ï grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Prograrns and eligible a.ctivities ("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, 2005 and
shall end on June 30, 2006. Consultant shall complete the work described in
Exhibit A. Scope of Services prior to June 30, 2006, 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 perfOTIll 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 SpeCtrun1 Community Services, Inc.
2005
Page I of 15 ,
ATTACHMENT 4
GD~\;.
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 Assil!Jlment 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, imIDedÜitely 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-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 agress to pay Consultant a S!1l1l not to exceed
Five thousand dollars and 00/100, ($5,000), 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
bslow 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 inteIldsd to include the
costs of contributions tò any pensions and/or annuities to which COIlSultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibiHty 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.
COIlSulting Services Agreement between
City of Dublin and Spectrum COmIDunlty Services, Inc.
2005
Page 2 ofl5
5)qf'>'þ
2.2 Invoices. Consult8nt 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 WIder the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B. Budllet.
· 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 E:x:hibit A. Scone 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 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Pllvment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated
,2005.
2.5. Total Pavment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional Sunl 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 amOl.mt of compensation provided above either for a task or for the
Consulting Services Agreement between
City of Dublin and Spectrum Conununity Services, Inc.
2005
Page3 of 15
'&;;2~\;).
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 uoon 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 incUITed 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.
SeetioD 3. FACILITIES AND EOillPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide aiJ facilities and equipment that may be necessary to
perform the services required by this Agreement. City shal1 make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shaiJ 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 REOillREMENTS. 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 ftom 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 tenn of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shal1 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 Spectrum Community Services, Inc.
2005
Page 4 of15
53J[)\3~
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.
The Statutory Workers' Compensation Insurance and Employer's Liabi1ity
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 prograrn to meet those requirements, but on1y if the prograrn
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 I.U1d its officers,
officials, employees, and volunteers for loss arising ftom work perform.ed 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, 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.
4.2 Commercial General and Automobile Liability Insurance,
4.2.1 General reauirements. Consultant, at its own cost and expense, shal1
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 Conunercial Oeneral Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shaH 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. Conunercial general coverage shall be at
least as broad as Insurance Services Office Conunercial General Liability
occurrence form CO 0001 (ed. 11/88) or Insurance Services Office form
number OL 0002 (ed. 1/73) covering comprehensive Oenera] Liability and·
Insurance Services Office form number GL 0404 coveriDg 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 between
City of Dublin and Spectrum Conununity Services, Inc.
2005
Page 5 ofl5
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(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 perfonned 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 UpO!1 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
shalJ notify City within 14 days of !1otification 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
arnount 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.
ConsuJting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.
2005
Page 6 ofl5
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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 Reauirements.
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 C(}vera!!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 Spectrum Community Services, Inc.
2005
Page 7 of 15
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fur each subcontractor. AJI coverages for subcontractors shall be subject
to all of the requireIDents stated herein.
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, lITnits, 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 Achninistrator 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 investigatioru:, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coveral!c. 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 Ie any other remedies City may have if Consultant fails to
provide or mamtain 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 foIlowing remedies, which are alternatives to other remedies City may have
and are not the exc1usive 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 Consu1tant 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 Conrultant demonstrates compliance with the requirements
hereof; and/or
· Terminate this Agreement.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.
2005
Page 8 of 15
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Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSffiILITIES.
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, darnages, 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 shalJ 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 darnages 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 andJor 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 shaH 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, agent<:, 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
2005
Page 9 005
Consulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.
fS)~Ob \-''''
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
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.] Governinlt Law. The laws of the State of California shall govern this
Agreement.
7.2 Comnliance with Apnlicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Reltulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with aU 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
WarTants 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 Qpportunitv. 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
COllilulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.
2005
Page 10 of 15
6 '10() "..
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 MODIF1CATION,
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel tills Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of t=ination, 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 itl cOlmection 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
shaH require a written arnendment to this Agreement, as provi ded for herein.
Consultant understands and agrees that, if City grants such an extension, City
shaH 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 Assilmment and Subeontractin!!. City and Consultant recognize and agree that
this Agreement contempiates personal performance by Consultant and is based
upon a det=ination 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
competcnce 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 perfonnance 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 Spectrum Community Services, Inc.
2005
Page II of IS
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8.5 Survival. All obligations arising prior to the tenninatioIl 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 Breachbv 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 Cons-ultant purS\1lli1t 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 fonn, 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 shalJ be responsible for maintaining all records. pertaining to this
Agreement, including subcontracts and expenditures, md all other financial and
property records in confonnance with OB circular A-llO. 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 Reco,.ds. Consultant shaD 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 Spectrum Community Services, Inc.
2005
Page 120f15
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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 Oovernment Code Section
8546,7, if the amount of public funds expend~d under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreem~nt 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 Attorn~vs' 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 Alarneda 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.
lOA No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not ccnstitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Succøssors 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 alJ 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 Spectrum Community Services, Inc.
2005
Page 13 of 15
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10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities withiD the corporate limits of City or whose business, regardless of location,
would place Consultant in a "conflict of interest," as that term is defined
10.8 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
twe ve (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 wammts that it did not participate in any
manner in the forming of this .
Agreement. Consultant understands that, if this Agreement is made in violation
of Oovernment Code § 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 Oovemment Code § ] 090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solieitation. 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 Rc1ministered by the
Community Development Director or his designee ("Contract Administrator").
All correspondence shall be directed to or through the Contract Administrator or
his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Michael Sweeney, Executive Director
c/o Joan Durie, DirectorlNutritionist
Spectrum Community Services
SNAP Program
1435 Grove Way
Hayward, CA 94546
Consulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.
2005
Pagel40fl5
ld -¿Db \1-v
Any written notice to City shall be sent to:
Community DeveJopment Director
City ofDublin
100 Civic Plaza
Dublin, CA 94568
10.11 Intel!rntion. This Agreement, including the scClpe of wmk attached hereto and
incorporated herein as Exhibit A. the budget attached hereto and incotp(lrated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and ConditiClns as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, m agreements, either written or oral.
CITY OF DUBLIN
SPECTRUM COMMUNITY SERVICES,
INCORPfRATED
Janet Lockhart, Mayor
I
Attest:
Kay Keck., City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
Consulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.
2005
Page 150fl5
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EXHIBIT A
SCOPE OF SERVICES
The consultant will provide the following services through this Agreement:
Funds will support one Meals-On- Wheels delivery route in Dublin, and will provide an average
of 15 hot nutritious meals daily to low-income, frail homebound elderly residents. (there are an
average ofl5 meals delivered daily, however, some people drop off the list and some people are
added for an overall beneficiary per year of 20+). Meals will be provided throughout the course
of the grant period, within a two-hour timeframe, Mondays through Fridays.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.--Exhibit A
2005
Page 1 of I
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EXWBIT B
BUDGET
PAID STAFF:
Total Benefits
$2,126
$ 921
$3,047
Home Delivery Coordinator (261 days, 25%)
Total Salary and Benefits
OTHER EXPENSES:
Mileage
.$1,953
$5.000
TOTAL
Consulting Services Agreement between .
City of Dublin and Spectrum Community Services, Inc.--Exbìbit ß
2005
Page 1 of I
lø I.P co\~.,
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored arid eval.uated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Prograrn 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
activities/operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
c. Ooals - 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 Amcan American
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and White
Asian and White
Black or Amcan American and White
Consulting Services Agreement between
City of Oublin and Spectrum Community Services, Inc.--Exhibit C
2005
Page , of 3
/¿¡ lc'Q I¡,
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, ex.cept 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
Agreenlent, and to provide management infonnation 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-l28.
2. PROGRAM INCOME
A. Program income shaD 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 tenninates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REOUIREMENTS
Contractor sha1l comply with Uniform Administrative Requirements as described III
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or prose1ytization as part of, or in
connection with the performance of this Agreement.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.-Exhibit C
2005
Page2 of 3
tlt ~ t J,;¡"
5. REVERSION OF ASSETS
A. Upon the ex.piration of this Agreement, Contractor shall transfer to City any
CDBO funds on hand at time of expiration and any accounts. receivable
attributable to the use of CDBO funds.
B. Real property in ex.cess of $25,000, obtamed in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimUIn of five
years after the expiration of this Agreement or disposed onn a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REOUIREMENTS
Contractor certifies that it will carry out each activity incompliance 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 Prograrn, 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 oflnterest, and I)
Displacement.
7. BILINOUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REOULATlONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-I 10, Uniform Administrative Requirements for Grant and Other
Agreements with l:n.stitutions 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 Oovernments
Consulting Services Agreement between
City of Dublin and Spectrum Community Services, Inc.--Exhibit C
2005
Page "5 of 3
{¡At!bl~~
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
COMMUNITY RESOURCES FOR INDEPENDENT LIVING (CRlL)
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Community Resources for Independent Living ("Consultant") as of
2005.
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 I, 2005, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County !Ire distributed to the City for use in Community Development Block
Grant Prograrns and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBO Prograrns.
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 Serviccs. The term of this Agreement shall begin on July 1,2005 and
shall end on June 30, 2006. Consultant shall complete the work described in
Exhibit A. Scopc of Services prior to June 30. 2006, 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 thc City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performancc. 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 CRlL
2005
Page 1 of15
ATTACHMENT 5
l°rtl~""
class manner and shall confo1'l1l to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assil!Dment 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 Iimt:. 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.l above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-II 0 and A -122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Ten thousand dollars and 00/100, ($10,000), notwithstanding any contrary indications that
may be contained in Consultant's proposal, for services to he perf01'l1led and reimbursable costs
incurred under this Agreement. In the event of a conflict between this Agreement and
Consultant's proposal, attached as Exhibit A, ScoDe 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
depeI1dent on receipt of CDBG funds fÌ"om 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 he 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 CRIL
2005
Page 2 of 15
1lrtJl~r
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 reirobursable 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 sha1l 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 estiroate of the time necessary to complete the work
described in Exhibit A. SCf,lne of Services.
· The Consultant's signature.
2.3 Monthlv Pavment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incUlTed. City shall have 30 days ITom 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
.2005
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 inCUITed 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 arnount of compensation provided above either for a task or for the
Consulting Services Agreement between
City of Dublin and CRIL
2005
Pagd oflS
l~Gt I ~
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or arnendment.
2.6 Payment of Taxes. Consuhant 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 shaH 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
perfonn 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 tenus and conditions set
forth herein.
City shall furnish pbysical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
rcviewing 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 perfonDance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant sbaH provide proof satisfactory to
City of such insurance that meets the requirements of this section and under fOnDS of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies requlred
by this section throughout the term of this Agreement. The cost of such msurance 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 requircd insurance
shall be submitted and made part of this Agreement prior to execution.
Consulting Services Agreement between
City of Dublin and CRIL
2005
Page 40f15
l3~13).
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 direct1y 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 prograrn to meet those requirements, but only if the prograrn
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 prograrn 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, 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.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General reauirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liabiHty insurance for the
term of this Agrcement 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
inc1ude but shall not be limited to, protection against claims arising from
bodily a11d 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 covera!!,e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CO 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive Genera] Liability and
Insurancc 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 between
City of Dublin and CRlL
2005
PageS of 15
Î ~6'b I~)..
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional reauirements. Each of the following shal] 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 perfonned 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, arid 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 limil~.
4.3 Professional Liabilltv Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals perfonning work pursuant to this Agreement in an
amount not Jess than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors andornissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
Consulting Services Agreemcnt between
City of Dublin and CRlL
2005
Page 6 of 15
15ðb\ J'"
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 ReQuirement!!,.
4.4.1 Accevtabilitv 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 tÌlne.
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 CRIL
2005
Page 7 of 15
11..o1Jb I 'j).
for each subcontractor. An 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
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 Deductiblcs 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 oftms 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 Coveral!e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possibJe 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 requirtid, City may, at its sole option exercise any of
the foJJowing remedies, which are altematives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
· Obtain such insurance and deduct and retain the arnount 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 CRIL
2005
Page 8 of15
Î1'DQ I ~ ').
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 darnage 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 (I) the injury, loss oflife, 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 contributcd in no part to the injury, loss oflife, damage
to property, or vioJation oflaw. 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 indemnificatioll and hold
harmless clause. This indemnification and hold hannJess 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 aclmowledges 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
Consuhant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be tbe responsibility of City.
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term of this Agreement,
Consultant shall bc an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the 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 aU claims to, any compensation, benefit, or any incident of employment
by City, inc]uding but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
2005
Pagc 9 ofl5
Consulting Services Agreement between
City of Dublin and CRIL
-ro ~I'j;"
any contribution to be paid by City for employer contributions andlqr employee
contributions for PERS benefits.
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 REOUIREMENTS.
7.1 Govern!n!! Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Rel!ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Orant
Additional Terms and Conditions attached hereto as Exhibit c.
7.4 Licenses and Permits. Consultant represents and warrants tc 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 Jicenses, 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
Consulting Services Agreement between
City of Dublin and CRIL
2005
Page 10 of15
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Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant sha11 include the provisions of this Subsection In any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINA nON AND MODIFICATION.
8.1
Termination, City may canceJ 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 cancel1ation.
In the event of termination, Consultant shaH be entitled to compensation for
services performed to the effective date of tem1.Ínation; 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 arnendment 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 arnount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City sha11 have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may arnend this Agreement oilly by a writing signed
by a11 the parties.
8.4 Assimment and Subcontraetinl!. 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 Congultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consu1tant shall not subcontract any portion of the perfonnance 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 CRIL
2005
Page II ofl5
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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 Outions uuon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedics 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 dOC1lll1ents, 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 tbe matters covered hereunder shall be th.e 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 apd 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 alJ records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable arnount of time.
9.2 Consultant's Books and Records. Consultant shall ri1aintain any and alJ ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating Ie charges for services or expenditures and
Consulting Services Agreement between
City of Dublin and CRIL .
2005
Page 12 ofl5
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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 paym.ent 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 Alarneda 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 tenn or
any other tenn of this Agreement.
10.5 Successors and Assil!lls. 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.
Consulting Services Agreement bctween
City of Dublin and CRIL
2005
Page 13 of 15
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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 "conl1ict of interest," as that tenn is defined
10.8 in the Political Refonn Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work perfonned 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 perfonned 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 Adminim'ation. This Agreement shall be administered by the
Community Development Director or his designee ("Contract Administrator").
All correspondence shall be directed to or through the Contract Administrator or
his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Elizabeth pazdral, Executive Director
Community Resources for Independent Living
439 "A" Street
Hayward, CA 94541
Consulting Services A~'I"eement between
City of Dublin and CRIL
2005
Page 14 ofl5
8 3~1'þ.
Any written notice to City shall be sent to:
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 Exhlhit A, the budget attached hereto and incorporated
herein as Exhlhit 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
Janet Lockhart, Mayor
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
Consulting Services Agrcement between
City of Dublin and CRIL
2005
Page 15 of 15
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EXHIBIT A
SCOPE OF SERVICES
CRIL is committed to provide indircct services and information and referral to 75 jow
income Dublin seniors, residents with disabilities and their families.
Benchmarks:
Provide one-on-one direct services to 20 seniors and persons with disabilities such thai
the majority of them achieve onc or more self-defined independent living goal(s) as
expressed in an independent living plan.
Provide information and referral as well as tcchnical assistance to 25 families of seniors
and persons with disabilities, businesses and non-profit agencies serving the Dublin area.
Consulting Services Agreement between
City of Dublin and CRIL- Exhibit A
2005
Page 1 of 1
Administration
Program Director
Accounting and Audit
Office Expenses
Supplies
Printing
Service Provision
Tri-Valley Coordinator 1(19%)
Health Care
Tri-Valley Coordinator II (10%)
Social Security
Workers Compensation
Telephone
Unemployment
Postage
Medicare
EXHIBIT B
BUDGET
$1,500
.292
$ 202
103
$4,441
$1,408
584
404
379
327
163
103
94
$10,000
'ßGtbij-r
Consulting Services Agreement between
City of Dublin and CRIL- Exhibit B
2005
Page 1 ofl
'&ø Db I;...
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. Contractcr 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 esl operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts) .
c. Goals - the projccted 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
cncountered 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
Consulting Services Agreement between
City of Dublin and CRIL- Exhibit C
2005
Page 1 of 4
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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 al1
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarter1y report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
prograrn 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. Prograrn income shall be recorded as part of the financial transactions of the grant
pro~'l"am and disbursed in accordance with OMB Circular A-Il0, with prior
approval or consent of City.
B. Prograrn income received by Contractor shall be returned to City for future
application to eligible projects.
C. Prograrn 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 REOUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described III
Federal. Regulations, Section 570.502 as applicable to govermnental entities.
4. RELIGJOUS ACTIVITY PROHIBITION
Consulting Services Agreement between
City of Dublin and CRIL- Exhibit C
2005
Page 2.øf 4
'3ßõbI3'þ
There shall be no religious worship, instruction, or proselytization as part of, or m
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 REOUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all F ederallaws
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 IneIigible 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.
R. 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 Agrcements
with State and LocaJ Goverrunents.
Consulting Services Agreement between
City of Dublin and CRIL- Exhibit C
2005
Page 30f 4
~'1~'1""
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Oovernment 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 CRIL- Exhibit C
2005
Page40f 4
QD6bli"
CONSULTING 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 2005.
RECITALS
I. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2005, 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 Prograrns").
3. Consultant desires to perfonn services, described in Exhibit A to this Agreement,
that are CDBG Prograrns.
4. City desires that such services be perfonned by Consultant, and ConsuJtant
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 shaH 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 confljct in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevai1.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2005 and
shall end on June 30, 2006. Consultant shall complete the work described in
Exhibit A. Scone of Services prior to June 30, 2006, 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
2005
Pagc I of 15
ATTACHMENT 6
q IDb?ÿ
class manner and shall confonn to the standards of quality nonnally observed by a
person practicing in Consultant's profession.
1.3 Assie:nment of Personnel. Consultant shall assign only competent personnel to
perfonn services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the tenn 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 IÎ!!!.!ì: Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
perfonnance 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
Ten thousand dollars and 00/100, ($10,000), 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 arnount of
compensation, the Agreement shall prevail. City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. All compensation is
dependent on receipt of CDBO funds from the County of Alarneda. The payments specified
below shall be the only payments from City to Consultant for services tendered 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 ope 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 Consu1tant.
Consequently, the parties further àgree 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
2005
Page 2 ofl5
&1'2Ub I;"
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., Pro~'l'CSs Bill No. I for the first
invoice, etc.;
· The beginning and ending dates of the billing pcriod;
· 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 sbowing 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 ConsuJtant
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 ConsuJtant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in E~bibit A.. Scone of Serviees.
· The Consultant's signature.
2.3 Monthlv Pavment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 30 days mm the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Pavment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
[mal invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alarneda, signed and dated
,2005.
2.5 Total Pavment. City shall pay fur the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost wbatsoever jncurred 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 arnount of compensation provided above either for a task or for the
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Page 3 of 15
'13DbI~)-
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 oruy
thc 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 .infOffi1ation 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 injurics to persons or damages to property that may arise from or in
connection with the perfonnance 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 Open Heart Kitchen
2005
Page 4 of 15
~~I~~
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 prograrn to meet those requirements, but only if theprograrn
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whcther a self-insurance prograrn 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 prograrn 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, has been
given to the City. Consultant shall notity 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 arnount 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 thc 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 automobiJes.
4.2.2 Minimum SCODe 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 OL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobilc coverage shan be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Page 5 of 15
t:J¡ 56brH"
(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
fol1owing: 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
respcct 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 thc
coverage.
d. Any failure of ÇONSULTANT 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 aftcr thirty (30) days' prior written notice by certified mail,
return receipt requestcd, has been given to the City. Consultant
shall notifY City within 14 days of notification from Consultant's
insurer if such coverage is 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
arnooot not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured rctention shall not exceed $150,000 per
claim.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Page 6 of 15
q lÞqj-;Þ
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 foJlowing provisions shaH 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 avaHabJe 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 claùn 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 Accevtabllltv of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no Jess than A:VII.
4.4.2 Verification of covera !e. Prior to beginning any work under this
Agreement, Consultant shaIJ 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 aIJ subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Page 7 of 15
q1DbI~þ.
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
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 Coveral!e. In the event that any coverage
required by this section is reduced, limited, or material1y affected in any
other manner, Consultant shal1 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 thc cxclusive remedy for Consultant's breach:
· Obtain such insurance and deduct and retain the arnount 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 Open Heart Kitchen
2005
Page 8 oilS
Cf<ö ðbl~r
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnifY, defend with counsel selected by the City, and hold hamùess the City
and its officials, officers, employees, agents, and volunteers úom and against any and all losses,
liability, claims, suits, actions, darnages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or darnage to property, or any violation of any federal, state, or
municipaJ 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 shal1 not apply when (I) the injury, loss of life, damage to
property, or violation oflaw arises whol1y 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, darnage
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
hannless clause. This indemnification and hold harmless clause shal1 apply to any dan1ages or
claims for darnages 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
Scction and that it is a material clement 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 enrol1ment in PERS as
an employee of City, Consultant shal1 indemnifY, defend, and hold harmless City for thc
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its emp10yees, agents, or subcontractors, as well as for the payment of any
penalties and interest on sucb 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
fcdcral policy, rule, regulation, law, or ordinance to thc contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shal1 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 lirnited to eligibility to enrol1 in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
2005
Page 9 of 15
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
'1'1 ¡)t/~ ;\-
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2
Consultant No Ál!:ent. Except as City may specifY in writing, Consultant shall
have no authority, express or implied, to act on behalf of City .in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REOUIREMENTS.
7.1 Governinl!: Law. The laws of the State of 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 RC2ulations. To the extent that this Agreement may be
funded by fiscal assistance ITom another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regu1ations 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. Consu1tant 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 ITom 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 Open Heart Kitchen
2005
Page 10 of15
I D00bl3Þ-
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection 111 any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICA nON.
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 cvent of termination, Consultant shall bc entitled to compensation for
sei-vices perfonned to the effective date of termination; City, however, may
condition paymcnt 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
shan require a written arnendment 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 arnount provided for in this Agreement. SimilarJy, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
peri od.
8.3 Amendments. Thc parties may arnend this Agreement only by a writing signed
by all the parties.
8.4 AssÎlmment and Subeontraetinl!. City and Consultant recognize and agree that
this Agreement contemplatcs personal perfonnance by Consultant and is based
upon a detennination of Consu1tant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
tor 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 perfonmlllce 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 Open Heart Kitchen
2005
Pagc 11 of 15
IDIq,I~1--
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement aJJocating liability between City and Consultant
shall survive the termination of this Agreement.
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
arnount 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 rclate 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-llO. Upon request,
consultant shall deliver any requircd 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,
hooks of account, invoices, vouchers; canceled checks, and other records or
documents evidencing or relating to charges for services or expenditurcs and
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Pagel20fl5
I02.I1b' ~)..
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, JÌom 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 bc subject to
the exarnination 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 othcr relief to which that party may be entitled. The court may set
such fees in the sarne 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 Alarneda or in the
United States District Court Northern District of California.
J 0.3 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 Assi2l1s. 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 cxtent it is
available at equal or less cost than virgin paper.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Page 13 of 15
Ic~~l;z.
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 tenn is defined
10.8 in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work perfonned 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 wanants 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 fonning 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 perfonned 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 Solidtation. 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 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:
Barbara Thomas, Executive Director
Open Heart Kitchen
1141 Catalina Drive, #137
Livennore, CA 94550
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Page 14 ofl5
1C'iab 13~
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inte2ration. This Agreement, inc1uding 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 Orant 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
Open Heart Kitchen
'7 :ill
1 ,~)(',.{A .ç("~r.-".A c. f.\1'V\ f.l ^-'
Barbara Thomas, Executive Director
Janet Lockhart, Mayor
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2005
Page 15 of 15
IcS~\'3;"
EXHIBIT A
SCOPE OF SERVICES
The Weekend Box Lunch Prograrn, operated by Open Heart Kitchen, consists of a Friday
distribution of box lunches to approximately 800 low-income school children and their farnilies
at Marylin Ave. & Don Gasper de Portola Schools in Livermore and to the Arroyo Vista housing
project in Dublin. Lunches are healthy ad non-perishable.
OHK will distribute lunches to the residents at the Arroyo Vista housing complex in Dublin
Consulting Services Agreement between
Cily of Dublin and Open Heart Kitchen--Exhibit A
2005
Page I of I
EXlDBIT B
BUDGET
Food - $10,000
¡ t.XÞ ~ \ ~¡,.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen--Exhibit L
2005
Page I of I
1D1utl),
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 a.nd 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 applicablc census
tracts).
c. Goals - the projected goals, indicated numerically, and also thc
goals achieved (for each report period). In addition, identifY by
percentage and description, the progress achieved towards meeting
th.e specjfíed 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
2005
Page I of 3
Consulting Services Agreement between
. City of Dublin and Open Heart Kitchen--Exhibit C
'D~~l~¡'"
American Indian or Alaska Native and Black or
Afiican 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
identificd)
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 thc 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. Prograrn income shall be rccorded as part of the financial transactions of the grant
prograrn and disbursed in accordance with OMB Circular A-llO, with prior
approval or consent of City.
B. Prograrn income receivcd by Contractor shall be returned to City for HIturc
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 prograrn income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Rcgulations, 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 111
connection with the performance of this Agreement.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen-Exhibit C
2005
Page 2 of 3
104 Db\ ;,a..
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 ofCDBGfunds.
B. ReaJ property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of th.e 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 REOUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all F ederallaws
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 Prograrn, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
bascd paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict ofInterest, and I)
DisplaceJ'nent.
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 Requiremcnts 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 Orants and
Cooperative Agreements with State and Local Governments
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen--Exhibit C
2005
Page 30f 3
IIDþO l3r
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
BA Y AREA COMMUNITY SERVICES (BACS)
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Bay Area Community Services ("Consultant") as of 2005.
RECITALS
1. The County of Alameda has entered into a Orant Agreement with thc United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBO") 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 bc dated
July I, 2005, whereby certain Community Development Block Grant ("CDGB") grant funds
reccived by the County are distributcd to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desircs to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services bc performed by Consultant, and Consultant
Agrees to render such serviccs, as more particular) y 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 cvent of a conflict in or
inconsistency between thc terms of thi~ Agreement and Exhibit A, the Agreement shall prcvail.
1.1 Term of Services. The term of this Agreement shall begin on July 1,2005 and
shall end on June 30, 2006. Consultant shall complete the work described in
Exhibit A, Seope of Services prior to June 30, 2006, 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 scrvices rcquired by this
Agreenlent 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
2005
Page I of 15
ATTACHMENT 7
III tfJ !~").-
class manner and shall conform to the standards of quality normaIJy observed by a
person practicing in Consultant's profession.
1.3 Assi!!Ilment of Perlj,onnel. Consultant shalJ assign only competel1t 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 persol1 or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agrcement 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 Procedure§.. Consultant is required to comply with the
procutel11ent 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 activitie~ funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to excced
Five thousand dollars and 00/100, ($5,000), notwithstanding any contrary indications that may
be contained in Consultant's proposal, for serviccs to be performed and reimbursable costs
incurred under this Agreement. In thc event of a conflict hetwecn this Agreement and
Consultant's proposal, attached as Exhibit A. Scope of Services regarding the amount of
compensation, the Agreement shall prevail. City shalJ 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 Alarneda. The payments specified
below shall be the only payments from City to Consultant for scrvices rendered pursuant to this
Agrecment. 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 serviccs performed
by morc than one person.
Consultant and City acknowledge and agrce that col11pensation paid by City to Consultant under
this Agreement is based upon Consultant's cstimated costs of providing the services required
hercunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereundcr is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budl!et. Consultant shalJ requcst compensation consistent with the budget
provided and includcd as Exhibit B.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2005
Page 2 of 15
/I'¡!bI;Þ
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the teon of this Agreement, based on the cost for
services peIfonned and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following infonnation:
·
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:ct.
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 perfonned under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
pcrfonning 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 cstimate of the time necessary to complete the work
described in Exhibit A. SCODC of Services.
The Consultant's signature.
·
·
·
·
·
2.3 Monthlv Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily peIfonned, and for authorized reimbursable
costs incurred. City shall have 30 days from thc 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 Agreemcnt
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 Alarneda, signed and dated
,2005.
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
2005
Page 3 of 15
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
\ I;/Jbli",
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoicc by a properly executed change order or arnendment.
2.6 Payment of Taxes. Consultant is sole1y rcsponsible for the payment of
employment taxes incuned under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Tcrmin;¡tion. 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 expcnses incuned for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timeshccts in order to verify costs
incuned to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agrcement during the period listed in Section 1.1.
Section 3. FACILITIES ANQ EOUIPME'cNT. Except as set forth herein, Consultant shall,
at its sole cost and expense, providc all facilities and equipment that may be necessary to
perform the services required by this Agrccment. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions sct
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
revicwing records and the inforn1ation 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 fllrnish any facility that may involve incurring any direct expense, including but not
limitcd to computer, long-distancc telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expcnse, shall procure "occunencc 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 thc Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the rcquirements of this scction and undcr forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies rcquired
hy this section throughout thc 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 ail insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Veri.fication of the required insurance
shall be submitted and made part of this Agreement prior to execution.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2005
Page 4 of 15
114ub\ ,,;
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 cndorsement shall state that coverage shall not he 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 coveragc
0, in limits.
4.2 ComJ11~rcial General and Automobile Liability Insurance,
4.2.1 Gcneral reQuirements. Consultant, at its own cost and expensc, 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 Oeneral Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregatc limit shall apply scparately to the work
to be performed under this Agreement or the general aggregate limit shaH
be at least twicc the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising fTOm
bodily and personal injury, including death resulting thercfrom, and
damage to property resulting frol11 activitics contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 MiniroJ!!!!..Ji"coDe of covera~e. 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 Officc form number GL 0404 covering Broad Fonn
Comp,ehensive Gcneral Liability. Automobile coverage shaH be at least
as broad as Insurance Services Office Automobile Liability forn) CA 000 I
2005
Page 5 of 15
. Consulting Services Agreement between
City of Dublin and Bay Area Community Services
\ 15 a'tl~'"
(ed. 12/90) Codc 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 Consu]tant, 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 jt~ officers, employees, agents, Or volmteers.
b. The insurance shall cover on an occurrence or an accjdent 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
voluntecrs, 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.
c. An endorsement shall state that coverage shaH not he 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 Profcssiooal Liability Insurançe. Consu]tant, at its own cost and expense, shall
maintain for the period covcred by this Agreement professiona1liability insurance
for licensed professionals performing work pursuant to this Agrccment 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-insuæd retention shall not exceed $150,000 per
claim.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2005
Page 6 of]5
\\tp 1J}j ~;..
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 evidcnce of insurance must be
provided for at ¡east five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is cancèled or not renewed and it is not replaced with
another claims-made policy form with a. retroactive date that
precedes thc date of this Agreement, Consultant l11ust providc
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
light to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if thc Consultant
cancels or does not renew tbe coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the cO!l1IDencement 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
pJaced with insurcrs with a Bests' rabl1g of no less than A:VIL
4.4.2 VerificatiolJ of covcra !c. 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
ce11ificates and endorsements for each insurance policy arc to be signed by
a person authorized by that insurer to bind coverage On its bchalf. The
City rcserves the right to require complctc, certified copies of all rcquired
insurance policies, at any timc.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
uI1der its policies or shall furnish separate certificates and endorsements
Consulting Services Agreement betwecn
City of Dublin and Bay Area Community Services
2005
Page 7 of 15
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for each subcontractor. All coverages for subcontractors shall be subject
to all ofthe requirements stated herein.
4.4.4 Variation. The City may approve a variation in the foregoing insurancc
requirenlents, 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 caIJed 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 deductib1es or self-insured retentions with respect to City, its officers,
employees, agents, and voluntcers. Thc Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procurc a bond, guaranteeing
payment of losses and rclated investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Covcra2e. In the event that any coverage
required by this section is reduced, Jimited, or materially affected in any
other manner, Consultant shall providc written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notjfied 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 thc time herein required, City may, at its sole option exercisc any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusivc remedy for Consultant's breach:
·
Ohtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums duc under the Agreement;
·
Order Consultant to stop work under this Agreement or withhold any payment
that becol11es due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstratcs compJiance with the requiremcnts
hereo f; and! or
·
Terminate this Agreement
2005
Page 8 of 15
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
I \'bC\)\" '2..
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 (I) the injury, loss of life, darnage to
property, or violation of law arises wholly fram the negligence or wmful misconduct of the City
or its officers, employees, agcnts, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to thc injury, loss oflifc, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmlcss includes the duty to defend as sct forth in Section 2778 of thc California Civil
Code. Acceptancc by City of insurance certifIcates and endorscments required under this
Agreement does not relicve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clausc shall apply to any darnages or
claims for damages whether or not such insurance policics shall have been determined to apply.
By execution of this Agreemcnt, Consultant acknowledges and agrees to thc provisions of this
Section and that it is a materia) elemcnt of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is dctcrmined by a court of competent jurisdiction or the
California Puhlic Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employce of City, Consultant shall indemnify, defend, and hold harmless City for thc
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
penaltie8 and interest on such contributions, which would otherwise be the responsibility of City.
Section 6.
6.1
STATUS 01< CONSUL T ANT~
Independent Contractor. At all times during thc teI1l1 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 rendcred pursuant to this Agreemcnt and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right Ì() control the means by which Consultant accomplishes serviccs
rcndered 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 hcreby 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 thc California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
2005
Page 9 of 15
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
11"l'b13Þ
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2
Consultant No A2ent. Except as City may specify in writing, Consultant shall
have !10 authority, ex.prcss or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall havc no authority, express or implied,
pursuant to this Agreemcnt to bi!1d City to any obligation whatsoever.
Section 7.
LEGAL REOUIREMENTS.
7.1 Governinl! Law. The laws of the State of California shall govern this
Agreement.
7.2 Complial!ce witb Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Rel!ulations. To the ex.tent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and rcgulatio!1s to which
City i~ bound by the terms of such fiscal assistance program.
Without limiting thc generality of the forcgoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hercto as Exhibit C.
7.4 Licenses and _ ~~rniÌts. Consultant represents and warra!1ts to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoevcr nature that are legally
required to practice their respective professions_ Consultant rcpresents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expe!1se, kccp in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice th.eir 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 NondiscriminatiouJlnd Eaual OppQrJ!luitv. 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, scx, or sexual
orientation, against any employce, 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 ~ervices that arc the subject of this
Consulti!1g Services Agreement between
City of Dublin and Bay Area Community Services
2005
Page 10 of 15
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Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection 111 any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION 1\ND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agrecment 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 compcnsation 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 cOIllJection 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 arnendment 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 providcd for in this Agreemcnt. Sil11ilarly, unles~ 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 ~mendmcoh. The parties l11ay amend this Agreement only by a writing signed
by all the parties_
8.4 Assi!!omeot and Subcontractin2. City and Consultant recogni,.e and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a detem1Înation of Consultant's uniquc personal competence, expcrience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest thercin without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the pcrformance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approva1 of the Contract Administrator.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2005
Page)10fl5
11.1~:/?;
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 tJ::ris Agreement.
8.6 Opti.Q!!S upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediate]y terminate the Agrcement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to tJ::ris
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exh,ibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
dcscribed in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed thc work.
SecJjon 9.
KEEPING AND ST A'I;'US OF RE(CORDS.
9.1
Records Created as Part of Consllltant'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 A~'I"eement
and that relate to the matters covercd hereunder shall be the property of the City.
It is understood and agreed that the documents and other l11atcrials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agrec that, until final approval by City, all data,
plans, spccifications, reports and other documents are confidential and win not be
released to third parties without prior written consent of both parties.
Consultant shalJ be responsible lor maintaining all records pertaining to this
Agreement, including suhcontracts and expenditures, and alJ othcr financial and
property records in conformancc with OB circular A-] 10. 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
Consulting Services Agreement between
City of Dublin and Bay Area Comnmnity Services
2005
Page 12 ofl5
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disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by Jaw, from the date of final payment
to the Consultant to this Agreement.
9.3 InsDection and Audit pf 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 Govemment Code Section
8546.7, if the arnount 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 thc 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, inc1uding an
action for declaratory relief, to cnforce or interpret the provision of this
Agreemcnt, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any othcr reliefto which that party may be entitled_ The court may set
such fees in the same action or in a separatc action brought for that purposc.
10.2 Vep..!!&.. In the event that either party brings any action against the other under
this Agrcement, the partics 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 ofCalifomia.
10.3 Severability. If a court of compctent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceabJe, the provisions of this
Agreemcnt not so adjudged shall remain in full force and effcct. The invalidity in
whole or in part of any provision of this Agreement shall not void 01" 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 Agreemcnt does not constitutc 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 thc
benefit of and shall apply to and bind thc successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shaH prcpare and submit all reports,
written studies and othcr 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 Bay Area Community Services
2005
Page 13 of 15
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10.7 Conflict of lntel'ellt. 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
10.8 in the Political Refonn 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 Oovernment 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 feimburse 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 Oovernment 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 hi.s 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;
Liz Prince, Executive Director
Bay Area Community Services
7901 Oakport Street, Suite 3700
P.O. Box 2269
Oakland, CA 94621-0169
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2005
Pagel40fl5
\ t.~qy;~
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Intel!:ratlon. 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 Orant Additional Terms and Conditions as ExhibitC 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
Janet Lockhart, Mayor
1: ...A...-1'
Liz Prince, Executive Director
Attest:
Kay Keck, City Clerk
Approved as to Form:
Elizabeth H. Silver, City Attorney
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2005
Page 15 of15
\~5~~)'
EXHIBIT A
SCOPE OF SERVICES
Valley Creative Living Center is a community based day program serving adults with
psychiatric disabilities. Thc program is open Tuesday, Wednesday, and Thursday
providing social, educatioDal and prevocationaJ activitics. The program provides needcd
structure and support to assist these individuals iD their recovery and reintegrate into the
community through paid or volunteer jobs and school.
Bcnchmarks:
I. Serve a minimum of 10 very low and low incomc Dublin residents with psychiatric
disabilities
2. Provide ongoing rehabilitation scrvices three days per week, year round
3. Assist and support 10 Dublin residents and their farnilies, when appropriate, uDderstand
mental illness and preveDt unnecessary hospitalizations.
Consulting Services Agreement between
City of Dublin and BACS--Exhibit A
2005
Page 1 of 1
,,,....,..,,,;,........,,...,..
EXIDBIT B
BUDGET
Salaries and Benefits per attached breakdown:
Staff costs towards the Valley Creative Living Center
Bey Area Community Services. Inc.
P. O. BOX 2269
OaKland. CA 94621.0169
Annuel Budget for Valley CLC - Dublin CDBG Grant
Program LOOI!Uon: 3900 Valley Ave., #8, Pleasanton, CA 94566
Wages
program Director
Annual Wage-Exempt Employee
Per hour wage (1950 Hrs. 37.M hrs wk)
Hours paid for Dublin Grant
Hours paid for 1 st quarter (July-sept)
51,363
26.34
190
190
5,000.00
...,-........-.
\ 'liP 'O'l)""
Consulting Services Agreement between
City of Dublin and BACS--Exhibit ~
2005
Page 1 of 1
l'2.ít:Jb I~,
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
·1. PROORAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in tenns 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
thc 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, dcscription of
acti vi ti cs/ operations.
b. Service area (i.e., citywide, ctc., including applicable census
tracts ).
c. Goals· the projected goals, indicated numerically, and also the
goals achieved (for each report pcriod). In addition, idcntifY by
percentage and description, the progress achieved towards meeting
the specified goals; adilitionally, identifY any problems
encountered in mecting goals.
d. Beneficiaries - provide the following:
i)
total number of direct beneficiaries.
ii)
Percent of total number of dircct beneficiaries who arc:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Paciflc Islander
White
Amcrican Indian or Alaska Native and Wh.ite
Asian and White
Black or Afi"Ícan American and White
Consulting Services Agreement between
City of Dublin and BACS--Exhibit C
2005
Page 1 of3
\¡$Þb(~'ÿ
American Indian or Alaska Native and Black or
Afiican American
Other (individuals who are not included abovc)
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 ofthe 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 incOl11e from Urban City·funded activitics undertaken by or within an
Urban City jurisdiction that thereafte( tenJJinates its participation in the Urban
City, shall continue to be program income ofthe Urban City.
3. UNIFORM ADMINISTRATIVE REOUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described In
Federa] Regulations, Section 570.502 as applicablc to governmental entities.
4. ßf;!JGlQVS}.çTIV.I:rr J'RQHlBlIlON
There shall be no religious worship, instruction, or proselytizatiotl as part of, or 111
conncction with the pcrformancc of this Agrecment.
Consulting Services Agreement between
City of Dublin and BACS--Exhibit C
2005
Page loß
\2q~3'"V
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 ofCDBG funds.
B. Rea1 property in excess of $25,000, obtained in whole or in part with CDBO
funds must be used to meet one of the national objectives for a minimum of five
years after the 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 PROORAM REOUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Pederallaws
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) Environmcntal Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarrcd, 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 procedurcs must be in compliance with the following
regulations:
A_ OMB Circular A-122, CoM Principles for Non-Profit Organizations.
B. OMB Circular A-I 10, Uniform Administrative Requirements for Grant and Other
Agrcemcnts 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 Requircmcnts for Grants and Cooperative Agreements
with State and Local Govenm¡ents_
D. Section 44.6 of 24 CFR Part 44 (Non-Federa1 Govemmcnt Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with Slale and Local Governments
Consulting Services Agreement between
City of Dublin and BACS--Exhibit C-
2005
Page}of 3
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RESOLUTION NO. 05
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 2005-2006 AND APPROVING COMMUNITY DEVELOPMENT BLOCK
GRANT-FUNDED AGREEMENTS WITH SENIOR SUPPORT PROGRAMS OF THE TRI-
VALLEY, TRI-V ALLEY HAVEN, SPECTRUM COMMUNITY SERVICES, INC.,
COMMUNITY RESOURCES FOR INDEPENDENT LIVING, OPEN HEART KITCHEN AND
BAY AREA COMMUNITY SERVICES FOR THE SAME FISCAL YEAR AND AUTHORIZING
THE MAYOR TO SIGN THE ABOVE AGREEMENTS.
WHEREAS, the Congress of the United States has enacted the Housing and Community
Development Act of 1974; and
WHEREAS, Title I of the Act consolidates prevIOus grant programs into the Community
Development Block Grant; and
WHEREAS, the United States Department of Housing and Urban Development has made a
determination that Alameda County may operate as an Urban County; and
WHEREAS, at this time the City Council has received a Staff Report recommending adoption of
an agreement between the City of Dublin and the County of Alarneda for allocation and usage of$93,505
in Community Development Block Grant funds for Fiscal Year 2005-2006; and
WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2005-2006,
Staff sent out Request for Proposals to solicit interest rrom agencies in providing services within the City;
and
WHEREAS, from the proposals received, thc above listed agencies were evaluated to bcst serve
the needs of the community; and
WHEREAS, on January 18, 2005, the City Council approved funding for the following programs
for utilization of the City's Fiscal Year 2005-2006 CDBG funds: Senior Support Prograrns of the Tri-
Valley, Tri-Valley Haven, Spectrum Community Services, Inc., Community Resources for Independent
Living, Open Heart Kitchen, Bay Area Community Services, Home Repair Program, Program
Administration as well as an annual contribution for participation in a regional effort for the Acquisition
and Rehabilitation of the Sojourner House Homeless Shelter (collectively "the Prograrns"); and
WHEREAS the City has prepared agrcements for each of the Prograrns involving agencies other
than the County of Alameda or City-administered prograrns ("the Agreements"); and
WHEREAS, on May 17, 2005, 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: ATTACHMENT 8
\ ; "lð1, 132--
I) Approves an Agreement hy and Between the City of Dublin and the County of Alarneda
for allocation of CDBO funds.
2) Approves the Agreements with various agencies for use of the City of Dublin's CDBG
funds for 2005-2006.
3) Authorizes the Mayor to execute the above listed agreements.
PASSED, APPROVED, AND ADOPTED this 17th day of May 2005.
AYES;
NOES;
ABSENT;
ABSTAIN:
Mayor
ATTEST:
City Clerk
G:\CDBG\2004-2005\R~snluti~m.CDBG Svús Provo 04-05.doc