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HomeMy WebLinkAboutItem 4.07 03-04 CDBG Funds Use CtTY CLERK File600-30 x600-40 & 480-10 AGENDA STATEMENT ' CITY COUNCIL MEETING DATE: June 3, 2003 SUBJECT: Adoption of Resolution approving use of 2003-2004 CDBG funds by executing agreements with the following: Tri-Valley Haven, the Dublin Housing Authority, Spectrum Community Services, Inc., Tri-Valley Community Foundation, and Easter Seals Bay Area. DJ Report Prepared by: Julia Abdala, Housing Specialist ATTACHMENTS: 1. Agreement with Tri-Valley Haven 2. Agreement with the Dublin Housing Authority 3. Agreement with Spectrum Community Services, Inc. 4. Agreement with Tri-Valley Community Foundation 5. Agreement with Easter Seals Bay Area 6. Resolution Authorizing the above agreements RECOMMENDATION: Adopt a Resolution approving the following: / 1. Agreements with Tri-Valley Haven, Dublin Housing Authority, Spectrum Community Services, Inc., Tri-Valley Community Foundation and Easter Seals Bay Area. 2. Authorize the Mayor to sign the above listed agreements to reserve CDBG funds for 2003-2004 Fiscal Year FINANCIAL STATEMENT: The total amount of CDBG funds allocated to Dublin for this coming program year is $100,980. BACKGROUND: To utilize the CDBG funds set aside for the City of Dublin for Fiscal Year 2003-2004 staff sent out Request for Proposals to solicit interest from agencies in providing services within the City; seven organizations responded. On March 18, 2003, the City Council approved usage of the 2003-2004 CDBG funds for the following programs and projects: 1. City of Dublin - Sidewalk Ramps $15,445 2. Dublin Housing Authority - Arroyo Vista Roof Repair $34,000 3. Financial Contribution Toward Acquisition and Rehabilitation of the Family Crisis Shelter $5,427 4. Senior Support Services -(Now administered by Tri-Valley Community Foundation) $9,508 5. Spectrum Community Services, Inc. - Meals on Wheels $5,000 COPIES TO: In-house Distribution ITEM NO. ~.~ G/CDBG/STFRPTS/6-3-0$ CC SR Svcs prov. CDBG Agreement 6. Tri-Valley Haven - Domestic Violence/Homeless Shelter $15,000 7. Easter Seals Bay Area - Kaleidoscope After-School Program $10,000 8. Program Administration $6,600 TOTAL $100,980 These approved applications were then sent to the County of Alameda for review. The County agreed with the usage of CDBG funds for the purposes that the City Council had approved. On April 15, 2003 the City of Dublin, as an Urban County City, approved an agreement with the Alameda County Housing and Community Development Department for receipt of CDBG funds for the fiscal year 2003-2004. The total amount of CDBG funds allocated to Dublin for this coming program year is $100,980. The City must now enter into agreements with the outside agencies that City Council agreed to fund: Tri- Valley Haven, the Dublin Housing Authority, Spectrum Community Services, Inc. (Meals on Wheels), Tri-Valley Community Foundation (Senior Services Program), and Easter Seals Bay Area (Kaleidoscope After-School Program). 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 CDBG funds may be expended. The uses of the 2003-2004 Fiscal Year CDBG funds also included the $5,427 annual contribution to the City of Livermore that the City Council agreed to for participation in acquisition and rehabilitation of the Sojourner House Homeless Shelter. Tri-Valley Haven administers this shelter. These agreements will implement the City Council's direction of the meetings of January 7, 2003 and March 18, 2003. The agreements must be entered into before the City can distribute the CDBG funds allocated to the City of Dublin by the County of Alameda. RECOMMENDATION: Adopt a Resolution approving agreements with Tri-Valley Haven, Dublin Housing Authority, Spectrum Community Services, Inc., Tri-Valley Community Foundation and Easter Seals Bay Area and authorize the Mayor to sign the above listed agreements to reserve CDBG funds for 2003-2004 Fiscal Year. CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI-VALLEY HAVEN THIS AGREEMENT for consulting services is made by and between the City of Dublin. ("City") and Tri-Valley Haven ("Consultant") as of June 3, 2003. 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, 2003 and shall end on June 30, 2004. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2003, 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- class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. ATTACHMENT 1 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 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 Cky 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 Budget. Consultant shall request compensation consistent with .the budget provided and included as Exhibit B. 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incun'ed 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 mount 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, Budget. · 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, ~tgem, or subcontractor of Consultant reaches or exceeds 800 ~ ' hOUrS, which Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Vailey Haven Page 2 of 15 shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. · The Consukant's signature. 2.3 Monthly Payment. City shall make payments, preferable quarterly, 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 for fiscal year 2003-2004. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not Pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform' Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1 Section 3. FACiLiTiES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only render the tenr~s and conditions set .LL~I LII IICI Girl. Consulting Services Agreement between May 15, 2003 .City of Dublin and Tri-Valley Haven Page 3 of 15 City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, ConSultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms Of insurance satisfactory in all respects to the City. ConSultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thdreof to City. Verification of the required insurance shall be submitted and made .part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole 'cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the' California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a Program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, 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. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 4 of 15 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance' for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by 'this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence I/mit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting, from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its.officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to *he City and its officers, officials, empioyees and Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 5 of 15 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 vol~mteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prlor 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 Liabilit~ 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 'tkis Agreement in an amount not less than ONE MILLION DOLLARS ($t,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in lirrfits, 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 repoFfing coverage for a minimum of ~ve years after Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-VaIley Haven Page 6 of 15 completion of the Agreement or'the work. The City shall have the right to exercise, at the Consultant's sole Cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim, reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. ~. 4.4 All Policies Requirements. 4.4.1 Acceptabili .ty of insurers. Alt 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 coverage. 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 ali subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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. Ttae 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 ackninistration, mad defense expenses that is satisfactory in all respects to each of them. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 7 of 15 4.4.6 Notice of Reduction in Coverage~ In the event that any coverage required by this section is reduced, limited, or materially affected in any other mariner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consukant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or ciaims for damages whether or not such insurance poiicies 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. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 8 of 15 In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph t.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, Consukant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not Iimited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. 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 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance. wi;h Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent' that this Agreement may be funded 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. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 9 of 15 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 the/r 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 Opportunitv. 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 opporttmity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby, Consultant shall include the provisions of this Subsection in any 'subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for caneellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension .shall require a waS~en amendment to this Agreement, as. provided for herein. Consultant understands and agrees that, if City grants such an extension, City Consulting Services Agreement between May 15, 2003 City of Dublin and Tri~Valley Haven Page 10 of 15 shall .have no obligation to provide Consultant with compensation beyond the maximum mount 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 Assignment and Subcontracting. 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 ~x~tten approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated, and . provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, Cky'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 anqount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 11 of 15 9.1 Records Created as Part of Consultant's Performance. Ail reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or' any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and-will not be released to third parties without, prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and' property records in conformance with OB circular A-Il0. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records-. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business'hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND 'DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section. 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the ocher under this Agreement, the parties agree ~at ~fal of such action shall be vested Consulting Services Agreement between May 15~ 2003 City of Dublin and Tri-Valley Haven Page 12 of 15 exclusively in the state courts of California in the County Alameda, or in the United States District Court for the County of Alameda, 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 x~alidity 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 Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it. is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities ~vithin the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at-California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would~ violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or offlcial of the City in the previous twelve months, Consultant warrants that it did not participate in. any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consukant. Consultant understands that, in addition to the foregoing, it may be subject to criminal Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 13 of 15 prosecution for a Violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Community Development Director or his 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 Any written notice to City shall be sent to: Eddie Peabody, Jr. Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Uniform Administrative Requirements Consultant shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 10.12 Other CDBG Program Requirements. Consultant 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 related to a) Equal Employment Opportunity Practices Provision, b) Fair Housing, c) Labor Standards, d) Environmental Standards, e) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use o£Debarred, Suspended or Ineligible Contractors or Sub- recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement r~ere Lo ~, ~,,~,. ~,~s A~eemenL, including the scope of-work aVmched ' ~ and incorporated herein as Exhibit A, and the budget av~ached hereto and incorporated Consulting Services Agreement between May 15~ 2003 City of Dublin and Tri-Valley Haven Page 14 of 15 herein as Exhibit B, 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 CONSULTANT, TRI-VALLEY HAVEN Janet Lockhart ~King~ Mayor Executive Director Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney J:\wpdX3ORMS~GRE\staadard consultant services agreement~2001.doc Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Haven Page 15 of 15 EXHIBIT.A SCOPE OF SERVICES Consultant shall provide the following services through this Agreement: Domestic Violence Services To provide domestic violence services to at least 3 Dublin residents at our ~stic violence shelter To provide crisis line services to at least 100 Dublin residents Homeless Services To provide homeless services to at least 140 Dublin residents EXHIBIT B BUDGET Domestic Violence Services Case Manager/Client Advocate $5,850 Benefits $1,125 Total $6,975 Homeless Services Case Manager/Client Advocate $5,850 Benefits $ t, 125 Total $6,975 Operatin~ Expenses Utilities $ 450 Telephone $ 375 Office Supplies $ 225 Total Operating Expenses $1,050 TOTAL GRANT $15,000 AGREEMENT BY AND BETWEEN CITY OF DUBLIN AND THE DUBLIN HOUSING AUTHORITY THIS AGREEMENT Is made and entered into this 3rd day of June 2003 by and between the City of Dublin, a body corporate and politic of the State of California, (hereinafter referred to as "City") and the Dublin Housing Authority, (hereafter referred to as "Contractor"). WHEREAS the City has entered into a Grant Agreement with the Alameda County Housing and Community Development Department for the purposes of administering the Community Development Block Grant (CDBG) under the Housing and Community Act of 1974, for which funds shall be used for CDBG Programs and its eligible activities; and 'WHEREAS, the activities of the Contractor under this Agreement with the City shall be governed by the conditions of the Grant Agreement between the City and the Alameda County Housing and Community Development Department; WHEREAS, the City is desirous of contracting with Contractor for the provision of certain services, a description of which are presented in Exhibit A, attached hereto; and WHEREAS, Contractor is willing and able to perform duties and render services which are determined by the Board of Supervisors to be necessary or appropriate for the welfare of residents of the City; and WHEREAS, the City desires that the Contractor provide such duties and services, and the Contractor agrees to perform such duties and render such services, as more particularly set forth below; NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES HEREINAFTER MADE, THE CITY AND CONTRACTOR DO MUTUALLY AGREE AS FOLLOWS: I. STATEMENT OF wORK Contractor will perform or arrange for the performance of the work under this Agreement and time provided herein and in accordance with: the budget EXHIBIT B, the scope of work EXHIBIT A and any specifications and drawings, and all related documents incorporated herein by reference. II. COMMENCEMENT AND COMPLETION REOUIREMENTS A. City has allocated the sum of Thirty-four thousand dollars ar.d 00/I 00 ($34,000.00) to be expended as described in 'd-tis contract. Unless an amendment to this contract otherwise provides, that amount shall in no ATTACHMENT 2 CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 2 o£ I 1 event be exceeded by Contractor, and the City shall under no circumstances be required to pay in excess of that amount. Payment shall be made pursuant to the terms and conditions set forth in EXHIBIT B, attached hereto and by this reference made a part hereof. The City shall retain sums not so paid. B. The term of this Agreement begins on the 1st day of July 2003 and ends on the 30th day of June 2004, or when all contract terms have been completed. C. It shall be the responsibility of the Contractor 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 City 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 Contractor and that such delay was due to causes beyond the control of the Contractor. D. Any time extension granted to the Contractor to enable the Contractor to complete the work shall not constitute a waiver of rights the City may have under this Agreement. E. Should the Contractor not complete the work by the scheduled date or by an extended date, granted by the City in writing, pursuant to previously stated conditions, the City shall be released from all conditions of this Agreement. F. Upon completion of performance under this Agreement and a determination of final costs, Contractor shall subm/t to the City a certificate of completiqn for construction projects and a requisition for final payment for service projects, unless otherwise provided in this Agreement. G. Contractor shall indemnify the City, its officers and employees, against any and all liability for injury or damage caused by any act or omission of Contractor or any of Contractor's employees 6r volunteers or any subcontractors in the performance of this contract, and the Contractor shall hold the City harmless from any and all loss occasioned in the performance of, or otherwise arising out of, this contract. CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 3 of 11 III. SUBCONTRACTS A. Any subcontractor funding under this Agreement shall be submitted to the City for review and approval prior to its execution. B. In the event that the subcontractor is a private non-profit or neighborhood-based non-profit organization, or a loc. al development or small business investment corporation, contractor is required to comply with the procurement procedures of the Office of Management and Budget (OMB) of the United States 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. C. Any subcontract funded under this Agreen~ent shall be subject to the terms and conditions of this Agreement. IV. INSURANCE Before beginning any work under this Agreement, Contractor, 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 Contractor and its agents, representatives, employees, and subcontractors. Contractor 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. Contractor 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 Contractor's Agreement. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor 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. A. Workers' Compensation. Contractor 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, Contractor 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 CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 4 of 11 discretion of the Contract Administrator. The insurer, if insurance is provided, or the Contractor, 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 *he City; Contractor shall notify City within 14 days o£notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. B. Commercial General and Automobile Liability Insurance. 1 .General requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under th/s Agreement, including the use of owned and non-owned automobiles. 2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability fbrm CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 5 Of 11 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 Contractor, including the insured' s general supervision of Contractor; products and completed operations of Contractor; .premises owned, occupied, or .used by Contractor and automobiles owned, leased, or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall .not affect' coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. C. Professional LiabiliW Insurance. Contractor, at its own cost and expense, shall maintain for the period covered by this Ageement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an mount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 1. Any deductible or self-insured retention shall not exceed $150,000 per claim. 2. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, CDBG Agreement 2003-2004 ~z.~. City and Dublin Housing Authority ~ June 3, 2003 Page 6 of 11 except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 3. The policy must contain a cross liability or severability of interest clause. 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 ~vith a retroactive date that precedes the date of this Agreement, Contractor 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 Contractor's sole cost and expense, any extended reporting provisions oft he 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. D. All Policies Requirements t. 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. 2. Verification of coverage. Prior to beginning any work under this Agreement, Contractor 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. CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 7 of I 1 3. Subcontractors. Contractor shall include all subcontractors as insureds under'its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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. 5. Deductibles and Self-insured Retentions. Contractor 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, Contractor 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 Contractor 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. 6. Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor's earliest possible opportunity and in no case later than five days after Contractor is notified of the change in coverage. E. Remedies. In addition to any other remedies City may have if Contractor 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 Con,actor' s breach: CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 8 of 11 · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from .any sums due under the .Agreement; ·Order Contractor to stop work under this Agreement or withhold any payment that becomes due to ContractOr hereunder, or both · stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or · . Terminate this Agreement. V. BUDGET All reqUested modification to the Budget attached to this Agreement as Exhibit B and incorporated as part of this Agreement, shall be reviewed and approved by the City. All budget modifications require the prior written approval of the City. Budget modifications shall not alter: 1) 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 B), subject to future amendments as approved by the City Of Dublin City Council. The individual line item budget for a particular cost category may be exceeded by ten percent of its approved budget, provided the additional funds are Used from unused line item budgets and the total contract amount does not exceed the budget. VI. RECORDS AND REPORTS A. All original documents prepared by Contractor in connection with the work to be performed under this Agreement shall be the property of the City. B. Contractor's records must be made available for review upon request by the City prior to the release of funds. Contractor 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 Contractor to comply -with this provision could result CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 9 of 11 VII. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and 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 components, description of activities/operations. b, Service areas (i.e., cit?vide, etc. including applicable census tracts) c. Goals - the projected goals, indicated numerically, and also the goals ackieved (for each report period). In addition, identify by percentage and description, the progress achieved toward 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 Black, not Hispanic origin · White, not Hispanic Origin · Hispanic as well as listed race American Indian/Alaskan Native Asian or Pacific Islander Female Head of Household e. Other data as require by the City of Dublin 2. The quarterly report shall be due on the fifteenth (15th) day of the month immediately following the report quarter, except for the end of the progrmm year report which is due within thirty (30) days. CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Page 10 of 11 C. The City shall have ultimate responsibility for overall monitoring and evaluation, to assist the Contractor in complying with the Scope ahd contents of this Agreement, and to provide management information, which will assist the City policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. VII. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactio, ns of the grant program and disbursed in accordance with OMB Circular A-1 t0, with prior approval or consent of the City. B. 'Program income received by the Contractor shall be returned to the City for future application to Contractor projects. IX. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations Section 570.502 as applicable to governmental entities. X. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. XI. REVERSION 'OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to the City any CDBG funds on hand at the 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 the City being reimbursed at fair market value less value attributable to non-CDBG expenditures. XII. OTHER PROGRAM REQUIREMENTS A. 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 CDBG Agreement 2003-2004 City and Dublin Housing Authority June 3, 2003 Pagellof 11 Housing c) Labor Standards, d) Environmental Standards, e) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, I) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. B. Contractor agrees to ~omply with the requirements of the Section 3 Plan, if applicable. XIII. TERMINATION OF THIS AGREEMENT The City may terminate this Agreement in whole or in part immediately for cause, which shall include as example but not as a limitation: A. Failure, for any reason, of Contractor to fulfill in a timely and property manner its obligations under this Agreement, including compliance with the City, State and Federal laws and regulations and app!icable., 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 termination by HUD of the grant to the County under which Agreement is made, or the portion thereof delegated by this Agreement. Approved as to form: By Elizabeth H. Silver, City Attorney . DUBLIN HOUSiNG AUTHORITY CITY OF DUBLIN Ophel~X~B.. Basgal ' (x,,,N-- Janet Lockhart, Mayor Taxpayer I.D. # 94-3021340 Date ~ 1X.~x_/ ~%-~ .__ Date EXHIBIT A SCOPE OF SERVICES The contractor will provide the following services through this Agreement; Prepare specifications and bid documents for re-roofing and re-painting roof trim for seven (7) multi-family buildings Select contractor, provide all management and oversight of contractor, comply with all HUD requirements regarding construction, invoice the City in an approved and timely manner. EXHIBIT B BUDGET Construction Contracts $34,000 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 Spectrum Community Services, Incorporated ("Consultant") as of June 3, 2003. 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, 2003 and shall end on June 30, 2004. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2004, 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- class ~manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession, 1.3 Assignment 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 I. 1 above and to satisfy Consultant's obligations hereunder. 1.5 ~Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. ATTACHMENT 3 Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five Thousand Dollars and 00/100 ($5~,000.00), 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 mount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except ' as specifically authorized by City, Consultant shall not bill City for duplicate Services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs 0f 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 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice' date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent ' against per Exhibit B, Budget. · 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 Agreement between City of Dublin May 13, 2003 and Spectrum Community Services, Inc. Page 2 of 15 shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. · The Consukant's signature. 2.3 Monthly Payment. City shall make payments, preferable quarterly, 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 April 3, 2002. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federhl 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 togs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Sero, ices. The Consukant 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 ail 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. Agreement between City of Dublin May 13, 2003 and Spectrum Community Services, Inc. Page 3 of 15 City shall furnish physical, facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incUrring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the' work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the. required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. 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 ail 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 a. utomobile liability insurance for the Agreement between City of Dublin May 13, 2003 and Spectrum. Community Services, ][ne. Page 4 of 15 term of this Agreement in an mount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this -Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at lehst as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as. broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Agreement between City of Dublin May 13, 2003 a~d Spectrum Community Services, Inc. Page 5 of 15 d. Any failure of CONSULTANT to comply with reporting. provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled. except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant; at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement Shall state that coverhge 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 severabitity 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~ Agreement between City of Dublin May 13, 20t)3 and Spectrum Community Services, Inc. Page 6 of 15 d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabili .ty 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 coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require Complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies ~ or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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 Coverage. 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 oppo,mmity and in no case later than five days after Consukant is notified of the change in coverage. Agreement between City of Dublin May 13, 2003 and Spectrum Community Services, Inc. Page 7 of 15 4.5 Remedies. In addition to any other remedies City may have if Consukant fails to provide pr maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:' [] Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; [] Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consukant demonstrates compliance with the requirements hereof; and/or [] Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property', or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurigdiction 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 hmTnless 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. Agreement between City of Dublin May I3, 2003 and Spectrum Community Services, Inc. Page 8 of 15 Section 6. STATUS OF CONSULTANT. 6.1 Independent Contract°r. 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 fight to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,' state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for' or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. 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 Governing 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 Regulations.' 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. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Agreement between City of Dublin May 13, 2003 and Spectrum Community'Services, Inc. Page 9 of 15 7.5 Nondiscrimination and Equal Opportuni ,ty. 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 stares, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of. any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. $.3 Amendments. The parties may amend this Agreement only by a writing signed by ail the parties. 8.4 Assignment and Subcontracfine. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based Agreement between City of Dublin May 13, 2003 and Spectrum Community Services, [nc. Page 10 of 15 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 ~he prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product'prepared by Consultant pursuant to this Agreement; 8.6.3Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and .other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Agreement between City of Dublin May ][3, 2003 and Spectrum Community Services, Inc. Page 11 of 15 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-Il0. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit' of the City, for a period of three (3) years' after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. I0.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County Alameda, or in the United States District Court for the County of Alameda, Northern D~strict of California. 10.3 Severability. Ifa court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Agreement between City of Dublin May 13, 2003 and Spectrum Community Services, Inc. Page 12 of 15 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place COnsultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consukant 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 x,iolate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if. applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Community Development Director or his 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: Agreement between City of Dublin May 13, 2003 and Spectrum Community Ser,:ices, Inc. Page !3 of 15 Richard Valle Executive Director Spectrum Community Services, Incorporated 1435 Grove Way Hayward, CA 94546 Any written notice to City shall be sent to: Eddie Peabody, Jr. Community Development Director City of Dublin 100 civic Plaza Dublin, CA 94568 10.11 Uniform Administrative Requirements Consultant shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 10.12 Other CDBG Program Requirements. Consultant 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 related to a) Equal Employment Opportunity Practices Provision, b) Fair Housing, c) Labor Standards, d) Environmental Standards, e) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opporturfities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub- recipients, j) Uniform Administrative Requirement~ and Cost Principals, k) Conflict of Interest, and 1) Displacement 10.13 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and. supersedes all prior negotiations, representations, or agreements, either written or oral. Agreement between City of Dublin May 13, 2003 :md Spectrum Community Services, Inc. Page 14 of 15 CITY OF DUBLIN CONSULTANT, SPECTRUM C~TITY SERVICES ~ Janet Lockhart, Mayor R/chard Valle, Executive Director Attest: Kay Keck, City 'Clerk Approved as to Form: Elizabeth H~ Silver, City Attorney Agreement between City of Dublin May 13, 2003 and Spectrum Community Services, Inc. Page ~5 of 15 EXHIBIT A SCOPE OF SERVICES The consultant will provide the following services through this Agreement: Senior Nutrition and Activities Project (SNAP)' will provide an average of at least 12 delivered meals daily (approximately 3,000) annually to low- or very low-income frail, homebound Dublin residents via the Dublin meals on Wheels. EXHIBIT B BUDGET . Spectrum Community Services will be supporting the following items with funding from the 2002-2003 CDBG fund. PAID STAFF Home-Delivery Coordinator $ 2,150.00 (261 days .25 FTE) Benefits (.25 FTE) FICA $ 133.00 MEDFICA $ · 31.00 SUI $ 82.00 WCOMP $ 172.00 Medical $ 349.00 Total Benefits $ 767.00 Total Salary & Benefits $ 2,917.00 OTHER EXPENSES Mileage $ 2,083.00 (28 miles per day, rate of .30 per mile for 248 service days) TOTAL $ 5,000.00 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI-VALLEY COMMUNITY FOUNDATION THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Tri-Valley Community Foundation ("Consultant") as of June 3,. 2003. 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, 2003 and shall end on June 30, 2004~ Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2004, 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 fight 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- class manner and shall conform to the standards of quality normally observed by a person practicing in Consultantts profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (/ncorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. ATTACHMENT 4 Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Nine thousand, five hundred and eight dollars and 00/100 ($9,508.00), 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 mount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments -from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by CitY to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation requ/red under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. 2.2 Invoices. Consultant shall submit, invoices, not more often than once a month preferably quarterly, during the 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 o£ 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, Budget. · 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 Ag~em~m 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 Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Community Foundation Page 2 of 15 shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. · The Consultant's signature. 2.3 Monthly Payment. City shall make 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 w/th 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 for fiscal year 2003-2004. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 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 Cit~ 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 fo,mr herein, Consul~t 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. Consutting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Community Foundation Page 3 of 15 City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrer/ce coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consukant shall not allow any subcontractor to commence work on any subcontract until Consukant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An. endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant' s insurer if such coverage is susper, ded, voided or reduced in coverage or in limits. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Community Foundation Page 4 of 15 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a.Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection againSt claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-oWned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as'broad as Insurance Services Office Automobile LiabilitY form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of' Consultant; products and completed operations of Consultant; premises o~vned, 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 occm-rence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primmry insurance with respect to the City and its officers, officials, employees and Consulting Services Agreement between May 15, 2003 City ~;f Dublin and Tri-Valley Community Foundation Page 5 of 15 ' ' volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the Coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice' by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, remm 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 andmust 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 a~er Consulting Services Agreement between May 15, 2003 City of Dublin and Tr~Valley Community Foundation Page 6 of t 5' completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work.under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabili .fy 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 coverage. 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 si~ned by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies Or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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. Consulting Services Agreement between May 15, 2603 C-~ty of Dublin and Tri-Valley Community Foandation Page 7 of 15 4.4.6 Notice of Reduction in Coverage. In the event that any coverage reqUired by this section is reduced, limited, or materially affected in any · other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of. the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the A~eement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes .due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant ~shalI 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, toss of life, or damage to property, or any violation of any federal, state, or municipal taw 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 inj.ury, 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. I't is understood that the duty of Consultant to indemnify and hold hm-znless 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. TI-tis indemrdfication and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been dete~.rrnined 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. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Val~ey Community Foundatio~ Page 8 of 15 In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which woUld otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an-agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Al~pIicable Laws. Consultant mid any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be f;,mded by f~scal assistance kom 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. Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley Community FOundation Page 9 of 15 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally .required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis ora person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not iimited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. in the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, Photographs; computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. $,2 Extension. City may,. in its sole and exclusive discretion, extend the end date of this Agreement beyOnd that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City Consulting Services Agreement between ....... May 15, 2003 City of Dublin and Tri-Valley Community Fcmnrtation Page 10 of 15 shall have no obligation to provide Consultant with compensation beyond the maximum mount 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 Assignment and Subcontracting.. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted inthe proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the woFK described in Exhibit A that is unrra/shed at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. ConsultingServices Agreement between May 15, 2003 City of Dublin and Tri~Vailey Community Foundation Page 11 o~*' ! 5 Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in 'electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreem. ent, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to .charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) year's, 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 ,~itten 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 £mal payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action fbr 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. (~7onsulting Services Agreement between May 15, 2003 City of Dubfhl' an~ Tri.~Valtey Community Foundation ' Page 12 of 15 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 Alameda, or in the United States District Court for the County of Alameda, Northern District of California. 10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 NO Implied Waiver, of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location., would plaCe Consultant in a "conflict of interest," as that term is defined 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 th/s Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. . Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an emploYee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et. seq., the entire Agreement is void and Consultant -will not be entitled to any compensation for services performed pursuant to this Agreement; including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant Consulting Services Agreement between May 15, 2003 City of Dublin and Tri-Valley C{~mmunity Foundation Page 13 of 15 understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Cornmunity 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: David 'l~Jce, President Tri-Valley Community Foundation c/o Marlene Peterson, Director Senior Support Program 5353 Srtnol Blvd. Pleasanmn, CA 94566 Any wri[tten notice to City shall 'be sent to: Eddie Peabody, Jr. Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Uniform Administrative Requirements Consultant shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 10.12 Other CDBG Program Requirements. Consultant certifies that it will carry out each acSvity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and related to a) Equal Employment Opportunity Practices Provision, b) Fair Housing, c) Labor Standards, d) Environmental Standards, e) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting OpporUmities, 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 Imerest, and 1) Displacement Co~tsulO-~.g Services Agreement between May 15, 2003 C~.y of De~n and Tri-Valley Community Foundation Page 14 of..15 10.13 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes al1 prior negotiations, representations, or agreements, either written or oral. CITY OF DL~LIN TRI-VALLEY COMMUNITY FOUNDATION Janet Lockhart, Mayor David Rice, President Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, Ci[ty Attorney J:\wp&FORMS\AGRE\standard consultant services agreement-2001 .doc Consulting Services Agreement between ~lay 15, 2003 City of Dublin and Tri~Valley Community Fouactat~:~ ~2~ge 15 Of }5 EXHIBIT a SCOPE OF SERVICES Tri-Valley Community Foundation will provide the following services through this Agreement with a contract with Senior Support Program: 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 formulated for each senior. The plan includes locating, arranging and overseeing services such as transportation, meals, safety devices and in-home companions and workers. The caseworker also makes referrals and coordinates with physicians, home health nurses, social workers, attorney's and other needed professionals. Assistance is provided in applying for Medi-Cal, food stamps, SSI and in handling Medicare and health insurance billing. Hourly ,cost for home services is $40200/hour. Each client requires approximately 11 hours of service. EXHIBIT B BUDGET Funding for this project will be as follows: Director lhr. per week X 52 weeks ~ $21.00/hr = $t,092 Case Manage~ 8hfs per week X 52 weeks ~ $17.00/hr = $7,072 Fiscal .5hr per week X 52 weeks ~ $20.00/hr = $ 520 Total Salaries = $8,684 Balance in Benefits = $ 824 TOTAL $9,5O8 J:\wpd\FORMStAGRE\standard consultant services agreement-2001.doc CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND EASTER SEALS BAY AREA. THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Easter Seals Bay Area ("Consultant") as of June 3, 2003. 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, 2003 and shall end on June 30, 2004. Consultant shall complete the work described in Exhibi_t A, Scope of Services prior to June 30, 2004, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The tiime 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- class raanner and shall conform to the standards of quality normally observed by a person[ practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perfonm 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, re.assign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. ATTACHMENT 5 · Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum' not to exceed Ten Thousand and 00/100 ($10,000.00), 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 !~xhibit 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 bel6w shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall sub,nit 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 ks employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget._ ConsUltant shall request compensation consistent with the budget provided and included as .Exhibit B. 2.2 Invoices. Consultant shall submit invoices, not more often than once a month ' during the term of this Agreement, based on the cost for services performed and reimbm:sable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress.bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. · A Copy of the applicable time sheets shall be subrrdtted shovAng the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work perfOrmed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scor>e of Services. Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page.2 of 15 · The Consultant's signature. 2.3 Monthly Payment. City shall make payments, preferable quarterly, 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 for fiscal year 2003- 2004. 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 shai1 make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 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.I 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 ser¢ices required by this Agreernent. 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 con'ference space, as may be reasonably necessary for Consultant's use while consulting with City employees and Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 3 of 15 reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance pOlicies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained ali insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification .of the required insurance shall be submitted'and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insuran.ce '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, off~cials, 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 Liabflit-~ Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not !ess than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limk Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 4 of 15 c~overage for risks associated with the work contemplated by this .Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and' damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2,2 Minimum scope of coverage. Commercial general Coverage shall be at least as broad as Insurance' Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile L~ability form CA 0001 (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 6r added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out ~of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss ur, der the coverage. d. ,amy failmre of CONSULTANT to comply with .reporting provisions of the policy shall not affect coverage provided to CITY and its officers,_ employees, agents, and volunteers. Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 5 of 15 e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written, notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 PrOfessional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work' pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after tl-firty (30) days' prior written notice by certified mall, 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 I/ability 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. 'i I. 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 fight to! exercise, at the Consultant's sole cost and expense, any extended reposing 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. Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 6 of 15 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage., Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the. right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 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 fullyprotected. 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 Consukant 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 Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide waStten notice to City at Consukant'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 Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 7 of 15 and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the mount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall inden'mify, 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 oraissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply, when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its · employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer cOntributions for PERS benefits on behalf of Consultant or its employees, agents, or subcon~actors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Agreement between City of Dublin May 14, 2003 and Easter seals Bay Area Page 8 of 15 Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of persomtel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, .Consultant and any of its employees, agents, and subcontractors providing serVices under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not Iimked to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to anycontribution to be paid by City for employer contributions and/or employee contribmions for PERS benefits. 6.2 Consultant No Agent. 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 Governing 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 Regulations. 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. 7.4 Licenses and Permits. Consultant ~ ~ ~*' ~ep~ese~Lo 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, a~ 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. Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 9 of 15 7.5 ~ Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on. the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consukant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consukant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of thisJ'Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consukant understands and agrees that, if City grants such an exte. nsion, City shall have no .obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consukant 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 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant 'and is based .Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 10 of 15 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. Consukant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the. proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by C6nsultant} 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. Ail reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any ~ture 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. Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 11 of 15 Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall deliver any required records or documents to the C/ty within a reasonable mount of time. 9.2 Consultant's BOoks and Records. Consultant shall maintain any and all ~edgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by la,v, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this 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 Alameda, or in the United States District Court for the County of Alameda, Northern District of California. 10.3 Severabilit). 7. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in -whole or 'in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Agreement between City of Dnblin May 14, 2003 and Easter Seals Bay Area Page 12 of ] 5 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consul-tant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consukant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this ..Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has k 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, Consukant warrants that it did not participate in any manner in the forming of. this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materia~ls. 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. !0.10 Notices. Any written notice to Consultant shall be sent to: Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 13 of 15 Mike Pelfini or designee Preside:at and Chief Executive Officer Easter Seals Bay Area 180 Grand Avenue, Suite 300 Oakland, CA 94612 Any written notice to City shall be sent to: Eddie Peabody, Jr. · Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Uniform Administrative Requirements Consultant shall comply with Uniform Administrative Requirements as described in Federal Regulations, .Section 570.502 as applicable.to governmental entities. 10.12 Other CDBG Program Requirements. Consultant certifies that it will carry out each activky in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and related to a) Equal Emplo~./a~nent'Opportunity Practices Provision, b) Fair Housing, c) Labor Standards', d) Environmental Standards, e) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub- recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of IntereSt, and 1) Displacement 10.13 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Agreement between City of Dublin May 14, 2003 and Easter Seals Bay Area Page 14 of 15 CITY OF DUBLIN CONSULTANT, EASTER SEALS BAY AREA Janet Lockhart, Mayor M . d Chief Executive t~mcer Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Agreement betw.een City of Dublin May 14, 2003 and Easter Seals Bay Area Page 15 of 15 EXHIBIT A SCOPE OF SERVICES The consukant will: provide the following services through this Agreement: Staffing costs for Kaleidoscope After-School Program such as the following: Developing our program and consulting with our behaviorist. · Contacting other organizations to plan activities. · Coordinating each young person's individualized service plan with teachers who work with our youth during the school day. · Meeting with parents 5o review and update their child's individualized service plan. Developing and conducting parent education programs. · Overseeing health and safety issues, including maintenance for our vans. · Coordinating with providers who transport youth to and from our program. · Attending job fairs and other recruiting mechanisms. · Attending staff meetings and professional development programs. EXHIBIT B BUDGET Spectrum Community Services will be supporting 3 Activity. Coordinators at 3 hours preparation time per day, 5 days per week. Each Activity Coordinator = 15 hours per week. 3 Activity Coordinator = 45 hours per week. 34.66 weeks = 1560 hours ~ $14.50 per hour = $22,620 The City of Dublin will contribute $10,000 to pay for 44% of these staffing support functions RESOLUTION NO. 03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING COMMUNITY DEVELOPMENT BLOCK GRANT-FUNDED AGREEMENTS W3[TH TRI-VALLEY HAVEN, THE DUBLIN HOUSING AUTHORITY, SPECTRUM COMMUNITY SERVICES, INC., TRI-VALLEY COMMUNITY FOUNDATION, AND EASTER SEALS BAY AREA AND AUTHORIZING THE MAYOR TO SIGN THE ABOVE AGREEMENTS. WHEREAS, to utilize CDBG funds set aside for the City of Dublin for FisCal Year 2003-2004, Staff sent out Request for Proposals to solicit interest from agencies in providing services within the C!tty; and W. HEREAS, from the proposals received, the above listed agencies were evaluated to best serve the needs of the community; and WHEREAS, on March 18, 2003, the City Council approved funding for the following programs for utilization of the City's Fiscal Year 2003-2004 CDBG funds: Dublin Sidewalk Ramps, Dublin Housing Authority's Arroyo Vista Re-roofing Project, Tri-Valley Community Foundation for Senior Support Programs, Spectrum Community Services for Meals on Wheels, Tri-Valley Haven's Sojourner House Homeless Shelter and Domestic Violence Shelter, Easter Seals Bay Area for Kaleidoscope After-School Program, Program Administration as well as an annual contribution for participation in a regional effort for the Acquisition and Rehabilitation of the Sojourner House Homeless Shelter (collectively "the Programs"); and WHEREAS, on April 15, 2003 the City Council approved entering into an agreement with Alameda County for receipt of $100,980 for Fiscal Year 2003-2004; and WHEREAS the City has prepared agreements for each of the Programs involving agencies other than the County of Alameda or City-administered programs ("the Agreements"); and WHEREAS, on June 3, 2003, the City Council received a staff report recommending that the City now execute agreements with the above listed agencies for utilization of Dublin's allocated CDBG funds. The Agreements are included as attachments to the staff report and are hereby incorporated by reference. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin, takes the following actions: 1) Approves Agreements for use of the City of Dublin's CDBG funds for 2003- 2004. 2) Authorizes the Mayor to execute the above listed agreements. PASSED, APPROVED, AND ADOPTED this 3rd day of June 2003 G/CDBG/STFRPTS/Resolution CDBG Svcs Prov 03-04 ATTACHMENT 6 AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk