HomeMy WebLinkAboutItem 4.03 CDBG 2008-09 Agmts
CITY CLERK
File # D~lQ][Q]-~E2J
6()o"30
AGENDA STATEMENT '-f~()-/O
CITY COUNCIL MEETING DATE: April 15, 2008
SUBJECT:
Adoption of a Resolution approving use of Fiscal Year 2008-
2009 Community Development Block Grant (CDBG) funds by
executing agreements with the following: The County of
Alameda for use of the $80,524 in CDBG funds, Axis
Community Health, Bay Area Community Services, Community
Resources for Independent Living, Eden Council for Hope &
Opportunity, Open Heart Kitchen, Senior Support of the Tri
Valley, Spectrum Community Services, Inc., and Tri-Valley
Haven
Report Prepared by Gaylene Burkett, Housing Assistant
ATTACHMENTS:
1) Resolution approving the agreements listed below.
2) Agreement by and Between the City of Dublin and the
County of Alameda.
3) Agreement with Axis Community Health.
4) Agreement with Bay Area Community Services.
5) Agreement with Community Resources for Independent
Living.
6) Agreement with Eden Council for Hope and Opportunity.
7) Agreement with Open Heart Kitchen.
8) Agreement with Senior Support of Tri-Valley.
9) Agreement with Spectrum Community Services, Inc.
10) Agreement with Tri-Valley Haven.
/I
RECOMMENDATION:~r
~
Staff recommends that the City Council adopt a Resolution
authorizing the City of Dublin to enter into Agreements with the
following agencies:
County of Alameda,
Axis Community Health,
Bay Area Community Services,
Community Resources for Independent Living,
Eden Council for Hope & Opportunity,
Open Heart Kitchen,
Senior Support of the Tri Valley,
Spectrum Community Services, Inc.,
Tri- Valley Haven,
and authorize the City Manager to sign the above-listed Agreements
to utilize CDBG funds for Fiscal Year 2008-2009.
COPIES TO: In-house Distribution
ITEM NO. '1-.2>
Page 1 of3
K:\CDBG\2008-2009\CC SR contracts 4-15.doc
(Y
FINANCIAL STATEMENT:
The total amount of CDBG funds allocated to Dublin for this
coming program year is $80,524.
BACKGROUND:
To utilize the CDBG funds for the 2008-2009 Fiscal Year, the City of Dublin must: 1) Enter into an
agreement with the County of Alameda for allocation of these funds, and 2) Enter into agreements with
the various agencies that have been awarded CDBG funds.
Staff sent out Requests for Proposals (RFP) to solicit interest from agencies in providing services within
the City. The RFP's were reviewed by Staff and a recommendation was made to the City Council at the
January 15th meeting. At that meeting, the Council expressed an interest in reallocating the $10,464 that
Staff had recommended for the City's Sidewalk Repair Program and instead fund the following three
public service providers:
. Axis Community Health
. Community Resources For Independent Living
. Eden Council for Hope and Opportunity.
Staff indicated to the City Council that the County set limits on the amount of CDBG funds that could be
used to fund service providers and capital improvement projects. Staff consulted with the County and the
County determined that Dublin's CDBG funds could be allocated for public service providers given that
the County's overall request from the other Urban County Cities to fund service providers did not exceed
HUD's 15% maximum this year. Several of the Urban County Cities do not fund services providers, but
instead utilize all of their CDBG allocation to fund capital improvement projects. In addition, the Axis
Community Health project would be considered a capital improvement project since it involves the
purchase of equipment to provide the service; therefore, the funds for the Dublin Sidewalk Repair
Program of $10,464 were equally distributed to the three public service providers as directed by the City
Council. Each ofthe providers received funding of$3,488.
Based on Council's direction at the January 15, 2008 with the change as noted above, the Council
reviewed the proposals and approved the use of 2008-2009 CDBG funds for the following agencies and
programs:
1.
2.
3.
4.
5.
6.
7.
8.
9.
Axis Community Health - Women's Health Clinic-
Bay Area Community Services - Valley Creative Living Center -
Community Resources for Independent Living - Housing Services -
Eden Council for Hope and Opportunity - Rental Assistance Program -
Open Heart Kitchen - Weekend Box Lunch Program -
Senior Support Services ofthe Tri-Valley - Case Management-
Spectrum Community Services, Inc. - Meals on Wheels -
Tri- Valley Haven - Domestic Violence and Homeless Services -
Financial Contribution Toward Acquisition and Rehabilitation
ofthe Family Crisis Shelter Sojourner House -
ljousingRehabilitation Program administered through
the Alameda County Construction Department -
Program Administration-
$ 3,488
$ 4,757
$ 3,488
$ 3,488
$ 9,514
$ 9,968
$ 5,307
$14,271
$ 5,427
10.
11.
$14,216
$ 6,600
TOTAL
$80,524
Page 2 of3
At this time the City of Dublin is required to enter into an agreement with the Alameda County Housing
and Community Development Department for receipt of CDBG funds for the fiscal year 2008-2009. The
total amount of CDBG funds that will be allocated to Dublin for this coming fiscal year is $80,524.
Simultaneously, the City is also required to into Agreements with the outside agencies that the City
Council has agreed to fund: Axis Community Health (Women's Health Clinic); Bay Area Community
Services (Valley Creative Living Center); Community Resources for Independent Living (Housing
Services); Eden Council for Hope and Opportunity (Rental Assistance Program); Open Heart Kitchen
(Weekend Box Lunch Program); Senior Support of the Tri-Valley (Case Management Services);
Spectrum Community Services, Inc. (Meals on Wheels); and Tri-Valley Haven (domestic violence and
homeless shelter services). These Agreements include Exhibit A with the Scope of Services, and Exhibit
B with the Operating Budget, outlining services to be provided and the conditions under which the CDBG
funds may be expended.
The uses of the 2008-2009 Fiscal Year CDBG funds also includes the $5,427 annual contribution to the
City of Livermore that the City Council agreed to for participation in the acquisition and rehabilitation of
the Sojourner House Homeless Shelter. This would be the seventh year out of a ten year commitment
contributing toward this fund. Tri-Valley Haven administers the services for this shelter.
All agreements must be signed and executed before the City can utilize the 2008-2009 CDBG funds
allocated to the City of Dublin by the County of Alameda.
RECOMMENDATION:
Staff recommends that the City Council adopt a Resolution authorizing the following Agreements with
the County of Alameda, Axis Community Health, Bay Area Community Services, Community Resources
for Independent Living, Eden Council for Hope & Opportunity, Open Heart Kitchen, Senior Support of
the Tri Valley, Spectrum Community Services, Inc., and Tri- Valley Haven; and authorizing the City
Manager to sign the above listed agreements to utilize CDBG funds for Fiscal Year 2008-2009.
Page 3 of3
lC{)f1'-t
RESOLUTION NO. -08
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
**************************** **************
AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY
OF ALAMEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR
FISCAL YEAR 2008-2009 AND APPROVING COMMUNITY DEVELOPMENT BLOCK
GRANT-FUNDED AGREEMENTS WITH AXIS COMMUNITY HEALTH, BAY AREA
COMMUNITY SERVICES, COMMUNITY RESOURCES FOR INDEPENDENT LIVING
(CRIL), EDEN COUNCIL FOR HOPE AND OPPORTUNITY, OPEN HEART KITCHEN,
SENIOR SUPPORT OF THE TRI-V ALLEY, SPECTRUM COMMUNITY SERVICES, INC.,
AND TRI-V ALLEY HAVEN FOR THE SAME FISCAL YEAR AND AUTHORIZING THE CITY
MANAGER TO SIGN THE ABOVE AGREEMENTS.
WHEREAS, the Congress of the United States has enacted the Housing and Community
Development Act of 1974; and
WHEREAS, Title I of the Act consolidates preVIOUS grant programs into the Community
Development Block Grant; and
WHEREAS, the United States Department of Housing and Urban Development has made a
determination that Alameda County may operate as an Urban County; and
WHEREAS, at this time the City Council has received a Staff Report recommending adoption of
an agreement between the City of Dublin and the County of Alameda for allocation and usage of $80,524
in Community Development Block Grant funds for Fiscal Year 2008-2009; and
WHEREAS, to utilize CDBG funds allocated to the City of Dublin for Fiscal Year 2008-2009,
Staff sent out Request for Proposals to solicit interest from agencies in providing services within the City;
and
WHEREAS, from the proposals received, the above listed agencies were evaluated to best serve
the needs of the community; and
WHEREAS, on January 17,2008, the City Council approved funding for the following programs
for utilization of the City's Fiscal Year 2008-2009 CDBG funds: Axis Community Health for a Women's
Health Clinic; Bay Area Community Services for the Valley Creative Living Center; Community
Resources for Independent Living for Housing Services; Eden Council for Hope and Opportunity for the
Rental Assistance Program; Open Heart Kitchen Weekend Box Lunch Program; Senior Support of the Tri
Valley Case Management for Low Income Seniors, Spectrum Community Services for the Meals on
Wheels Program; Tri-Valley Haven's Domestic Violence and Homeless Shelter; Alameda County Minor
and Major Home Repair Program; Program Administration and the annual contribution for participation
in a regional effort for the acquisition and rehabilitation of the Sojourner House Homeless Shelter
(collectively "the Programs"); and
WHEREAS, the City has prepared agreements for each of the Programs involving agencies other
than the County of Alameda or City-administered programs ("the Agreements"); and
'-1-16 -og 'f.3
Attachment 1
~VVl14
WHEREAS, on April 15, 2008, the City Council received a staff report recommending that the
City now execute agreements with the above listed agencies for utilization of Dublin's allocated CDBG
funds. The Agreements are included as attachments to the staff report and are hereby incorporated by
reference.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin takes the
following actions:
1) Approves an Agreement by and Between the City of Dublin and the County of Alameda
for allocation of CDBG funds.
2) Approves the Agreements with various agencies for use of the City of Dublin's CDBG
funds for 2008-2009.
3) Authorizes the City Manager to execute the above listed agreements.
PASSED, APPROVED, AND ADOPTED this 15th day of April 2008.
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
K:\CDBG\2008-2009\CC Resolution for CDBG funds. doc
AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
3 'b \..., tf.
THIS AGREEMENT is made and entered into this 1 st day of July, 2008, by and between
the County of Alameda (hereinafter referred to as "County"), and the City of Dublin, located in the
County of Alameda, State of California, (hereafter referred to as "City").
WHEREAS, the County has entered into a Grant Agreement with the United States
Department of Housing and Urban Development (HUD), for a Community Development Block
Grant (CDBG) under the Housing and Community Act of 1974, said funds to be used for
Community Development block Grant Programs and its eligible activities; and
WHEREAS, the activities of the City under this Agreement with the County shall be
governed by the conditions of the Grant Agreement between the County and the United States
Department of Housing and Urban Development;
NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES
HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AGREE AS FOLLOWS:
I. STATEMENT OF WORK
CITY will perform or arrange for the performance of the work under this Agreement in the
manner and time provided herein and in accordance with: the budget; the scope of work and
any specifications and drawings; and all related documents and provisions attached hereto as
Exhibit A and incorporated herein by reference.
II. COMMENCEMENT AND COMPLETION REQUIREMENTS
A. The term of this Agreement begins on the 1st day of July, 2008 and ends on the 30th
day of June, 2009, or when all contract terms have been completed.
B. . It shall be the responsibility of the City to coordinate and schedule the work to be
performed so that commencement and completion will take place in accordance with
the provisions of this Agreement. The County may extend the time for completion
of the Agreement in writing, if it determines that delay in the progress of work is not
attributable to the negligence of the City and that such delay was due to causes
beyond the control ofthe City.
C. Any time extension granted to the City to enable the City to complete the work shall
not constitute a waiver of rights the County may have under this Agreement.
D. Should the City not complete the work by the scheduled date or by an extended date,
granted by the County in writing, pursuant to previously stated conditions, the
County shall be released from all conditions of this Agreement.
E. Upon completion of performance under this Agreement and a determination of final
costs, City shall submit to the County a certificate of completion for .construction
projects and a requisition for final payment for service projects, unless otherwise
Attachment 2
tf~ll'f
provided in this Agreement.
F. As apart of this Agreement, City will provide the County with a Certificate of
Insurance as outlined in Exhibit B.
III. SUBCONTRACTS
A. Any subcontract funding under this Agreement shall be submitted to County for
review and approval prior to its execution.
B. In the event subcontractor is a private non-profit or neighbor:hood-based non-profit
organization, or a local development or small business investment corporation,
contractor is required to comply with the procurement procedures of Office of
Management and Budget (OMB) Circular A-II0 and A-122 (incorporated herein by
reference) for the procurement of supplies and services in connection with activities
funded under this Agreement.
C. Any subcontract funded under this Agreement shall be subject to the terms and
conditions of this Agreement.
IV. BUDGET
Any requested modification to the Budget attached to this Agreement and incorporated as
part of this Agreement, shall be reviewed and approved by County. Any budget
modifications require the prior written approval of County. Budget modifications shall not
. alter: 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 A); subject to future amendments as
approved by the Alameda County Community Development Agency Director. Any of the
cost categories shown in the Agreement Budget may be exceeded by ten peroent of the
indicated figure, provided that the total approved amount of allowable costs is not exceeded.
V. RECORDS AND REPORTS
A. All original documents prepared by City in connection with the work to be
performed under this Agreement shall be the property of the County.
B. City's records shall be made available for review by the County prior to the release of
funds. . City shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OMB circular A-II0.
C. Records must be kept accurate and up-to-date. Failure of City to comply with this
provision could result in termination of this Agreement or City's repayment of funds
previously awarded under this Agreement.
6"[) 1'1+
VI. PROGRAM MONITORING AND EVALUATION
A. City shall be monitored and evaluated in terms of its. effectiveness and timely
compliance with the provisions of this Agreement and the effective and efficient
achievement of the Program Objectives.
B. City shall undertake continuous quantitative and qualitative evaluation of the Scope
of Services as specified in this Agreement and shall make quarterly written reports to
County.
1. The quarterly written reports shall be submitted in the format approved and
provided by the County.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the program
year report which is due within thirty days.
C. The County shall have ultimate responsibility for overall project monitoring and
evaluation, to assist City in complying with the scope and contents of this
Agreement, and to provide management information which will assist the County's
policy and decision-rnaking and managers.
D. The City 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 transactions of the grant
program and disbursed in accordance with OMB Circular A-I10.
B. Program income received by City shall be returned to County for future application
to City projects.
C. Program income from Urban County program activities undertaken by or within City
which thereafter terminates its participation in the Urban County shall continue to be
program income of the County. County may transfer the program income to City,
upon its termination of Urban County participation, provided that City has become
an entitlement grantee and agrees to use the program income in its own CDBG
entitlement program.
VIII. UNIFORM ADMINISTRATIVE REQUIREMENTS
A. City shall comPly with Uniform Administrative Requirements as described III
Federal Regulations, Section 570.502 as applicable to governmental entities.
B. City shall comply with Executive Order 13166 to improve access to services for
persons with Limited English Proficiency (LEP) including developing a Language
Access Plan.
IX.
RELIGIOUS ACTIVITY PROHIBITION
(PUb \14-
There shall be no religious worship, instruction, or proselytization as part of; or In
connection with the performance of this Agreement.
X. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, City shall transfer to County any CDBG
funds on hand at time of expiration and any accounts receivable attributable to the
use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds
must be used to meet one of the national objectives for a minimum of five years after
the expiration of this Agreement or disposed of in a manner that results in County
being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
XI. OTHER PROGRAM REQUIREMENTS
City certifies that it will carry out each activity in compliance with all Federal laws and
regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a)
Non-discrimination, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3)
National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible
Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals,
k) Conflict of Interest, and I) Displacement.
XII. TERMINATION OF THIS AGREEMENT
County may terminate this Agreement in whole or in part immediately for cause, which shall
include as example but not as a limitation:
A. Failure, for any reason, of City to fulfill in a timely and proper manner its obligations
under this Agreement, including compliance with City, State and Federal laws and
regulations and applicable directives;
B. Failure to meet the performance standards contained In other sections of this
Agreement;
C. Improper use of reporting of funds provided under this Agreement; and
D. Suspension or termination by HUDof the grant to the County under which
Agreement is made, or the portion thereof delegated by this Agreement.
tUQ'i4:
Approved as to form:
Approved as to form: Richard K Winnie
County Counsel
By:
City Attorney
By:
Brian Washington
Deputy County Counsel
Date:
Date:
* * * * * * * * * * * * *
CITY OF DUBLIN
COUNTY OF ALAMEDA
By:
City Manager
By:
President, Board of Supervisors
Attest:
City Clerk
Date:
Date:
.
By signing above, signatory warrants and represents that he/she executed this Agreement in his/her
authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of
which he/she acted, executed this Agreement .
Z"b r1~
AGREEMENT BY AND BETWEEN
THE CITY OF DUBLIN
AND
THE COUNTY OF ALAMEDA
EXHIBIT A
03P - Health Facilities
Construction ofa Women's Health Clinic $3,488
05A Public Service - Senior Services
Provide an average of 15-23 hot nutritious meals daily to homes of low-income, $5,307
frail homebound elderly residents.
Case Management services will be provided to seniors living in their own $9,968
homes independently.
05 Public Service
Distribute box lunches to 61 low income children and their families at Arroyo $9,514
Vista.
Provide housing information and referrals to 50 low income seniors $3,488
Rental Assistance Program to assist low income households with security $3,488
deposit or delinquent rent.
05G Public Service - Battered and Abused Spouses
Domestic violence shelter, homeless services, counseling and educational $14,271
presentations.
050 Public Service - Mental Health Services
Community based day program serving adults with psychiatric disabilities. $4,757
14A Rehabilitation - Single Unit Residential
Minor Home Repair and Owner Rehabilitation Programs. $14,216
14B Rehabilitation - Multi Unit Residential
. Section 108 payment of loan for acquisition/rehabilitation. Loan taken out $5,427
by City of Livermore.
21A Administration
Provide overall CDBG program administration. $6,600
TOTAL - CITY OF DUBLIN $80,524
Anticipated Program Income* $0
* Based on an estimate of prior years' program income received; only actual program income
received will be available to the City for its Revolving Loan Fund (Housing Rehabilitation
Progrom~. .
00JJ r14-
EXHIBIT B
COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS
Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force
during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:
A Commercial General Liability $1,000,000 per occurrence (CSL)
Premises Liability; Products and Completed Operations; Contractual Liability; Bodily Injury and Property Damage
Personalln'u and Advertisin Liabili
B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL)
All owned vehicles, hired or leased vehicles, non-owned, borrowed. and Any Auto
permissive uses. Personal Automobile Liability is acceptable for individual Bodily Injury and Property Damage
contractors with no trans ortation or haulin related activities
C Workers' Compensation (WC) and Employers Liability (ELl WC: Statutory Limits
Re uired for all contractors with em 10 ees EL: $100,000 er accident for bodil in'ur or disease
D Professional Liability/Errors & Omissions $1,000,000 per occurrence
Includes endorsements of contractual liability $2,000,000 ro'ect a re ate
E Endorsements and Conditions:
9. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile Liability,
Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of
Supervisors, the individual members thereof, and all County officers, agents, employees and representatives.
1 O. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following
exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement
and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance
(as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.
11. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified
Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not
reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.
12. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with
deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of
Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole
responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole
responsibility of the Contractor.
13. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) 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.
14. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by any
one of the following methods:
Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at
minimum named as an "Additional Insured" on the other's policies.
Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.
15. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the
County of cancellation.
16. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall. provide Certificate(s) of Insurance
and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The
County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require
certificate(s) and endorsements must be sent to:
- DepartmenUAgency issuing the contract
- With a co to Risk Mana ement Unit 125 -121h Street, 3rd Floor, Oakland, CA 94607
Certificate C-2
2001-1 (Rev. 03/15/06)
Page 1 of 1
Form
)
to U6 l,\f
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
AXIS COMMUNITY HEALTH
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Axis Community Health ("Consultant") as of April 15; 2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
Julv 1. 2008, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on Julv 1. 2008 and
shall end on June 30. 2009. Consultant shall complete the work described in
. Exhibit A. Scope of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
RECE.tVED
Consulting Services Agreement between
City of Dublin and Axis Community Health
11AR 2 . Z008
D~BLlN PLAi~NlNG
2008-2009
Page 1 of 15
Attachment 3
.,--.
J/Vb t1Lf
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Asshmment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A.II0 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Three Thousand Four Hundred Eigthy Eight Dollars ($3,488) notwithstanding any contrary
indications that may be contained)n Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of .CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and. benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budl!et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 2 of 15
--:.
12UO 11~
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 penod;
A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B. Bude:et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthlv Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all ofthe requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated April 15.
2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
2008-2009
Page 3 of 15
Consulting Services Agreement between
City of Dublin and Axis Community Health
.........
1300~1't
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
. perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such ins~ance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 4 of 15
14--00 lit
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended; voided or reduced in coverage .
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverae:e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 5 of 15
~.
16~\I~
(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 tlie Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect' to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULT ANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement. in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 6 of 15
'.
lI..o CJb r1 4--
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date .of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Reauirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera2e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 7 of 15
'.
llU{) ,,+
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
requiremel}ts, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles befor:e beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Covera2e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
.
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
.
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
.
Terminate this Agreement.
Consulting Services Agreement between.
City of Dublin and Axis Community Health
2008-2009
Page 8 of 15
'.
\<bUQ 11 t
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSffiILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its.
employees, subcontractor, or agents have contributed in no part to the injury, loss oflife, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll-in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 9of15
.....-
l'4D[) \,~
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
6.2
Consultant No Aeent. Except as City may specify in writing, Consultant shall
have no authority, express. or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REQUIREMENTS.
7.1 Governine Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Reeulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7~5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity. and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 10 of 15
.....
2DUIJ 11~
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any .time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assil!nment and Subcontractinl!. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 11 of 15
21UQ11t+
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work. '
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 12 of 15
"22iJQ 'it
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 Secti~n
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this AgrBement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision ofthis 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 Asshms. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 13 of 15
23tJb 11 t
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code S1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to. the foregoing, it may be subject to criminal
prosecution for a violation of Government Code S 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
the Community Development Director or her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee:
10.10 Notices. Any written notice to Consultant shall be sent to:
Axis Community Health
Sue Compton, CEO
4361 Railroad Avenue
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 14 of 15
~4Db 1,+
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Inte2:ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Axis Community Health
~~ ~"V
Sue Compton, CEO
Richard C. Ambrose, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
Page 15 of 15
-;t6l1[) .\i ~
EXHmIT A
SCOPE OF SERVICES
Axis Community Health is seeking funds in support of the construction of a
women's Health Clinic at Axis's Railroad Avenue site which will convert a
1,400 square foot office space into a four-examination room obstetrical
suite.
Increase the available of medical services for low-income families and
pregnant women.
Serve 184 new low income Dublin residents and 1,200 continuing Dublin
residents.
Consulting Services Agreement between
City of Dublin and Axis Community Health
.2008-2009
EXHIBIT B
OF CONSULTING SERVICES AGREEMENT
Program Budget Form
Attach additional sheets if necessary
Total
COBG Program
Capital Expenses Grant Budget
Construction/Rehab i I itation $3,488 $323,835
Permits and Fees $4,875
Design $75,000
Engineering
Acquistion
Other Soft Costs
(fu rn ish ing/eq uipment) $25,525
Project Contingency $44,649
Subtotal $3,488 $491 , 134
Personnel Expenses
Salaries $19,942
Benefits
Subtotal $0 $19,942
Operating Expenses
Supplies
Printing/Copying
Postage
Telephone
Rent and Utilities
Accounting/Audit
Other (define)
Subtotal $0 $0
TOTAL $3,488 $511,076
Budget prepared by (Name, Title, Telephone Number, E-mail)
Sue Compton, CEO, (925) 201-6005 scompton@axishealth.org
Consulting Services Agreement
2008 - 2009
ZiP i1b'i It
RECEIVED
11AR 1 s Z008
D~BLlN PLANNING
2 1J"bll +
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
I. 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 Obj ectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program, listing of components, description of
acti vi ties/operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
c. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent oftotal number of direct beneficiaries who are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and White
Asian and White
Black or African American and White
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
2~Jb \, '+
American Indian or Alaska Native and Black or
African American
Other (indiViduals who are not included above)
Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-llO, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATNE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHillITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement. .
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
2QUO l"'lt
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and I)
Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-II0, Uniform Administrative Requirements for Grant and Other
Agreements with Institutions of Higher Education, Hospitals and Other Non-
Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments
Consulting Services Agreement between
City of Dublin and Axis Community Health
2008-2009
""
...
3D Ob r-u.+ .
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
BAY AREA COMMUNITY SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Bay Area Community Services ("Consultant") as of April 15. 2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
Julv 1~ 2008, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A. the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on Julv 1. 2008 and
shall end on June 30. 2009. Consultant shall complete the work described in
Exhibit A. Scope of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 1 of 15
Attachment 4
3lrf/) J 1 t1
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assimment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-I10 and A-122 (incorporated herein by reference) for the procurement
of . supplies and services in connection with activities funded under this
Agreement.
S~tion 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Four Thousand Seven Hundred Fifty Seven Dollars ($4,757) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Bud2et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement ~tween
City of Dublin and Bay Area Comrn..unity Services
2008-2009
Page 2 of 15
32Jb 11+
2.2 Invoices. Consultant shall submit invoices, not more often than once a month
preferably quarterly, during the term of this Agreement, based on the cost for
services performed and reimbursable costs incurred prior to the invoice date.
Invoices shall contain the following information:
.
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount of
prior billings, the total due this period, the balance available under the
Agreement, the percentage of completion and what line item is being spent
against per Exhibit B. Bude:et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. Scone of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoi~e due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 16. 2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 3 of 15
3~~ ,,+
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant. may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including 1:mt not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of.such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 4 of 15
'3Lfob 114-
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
.
4.2.2 Minimum scope of covera2e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 5 of 15
356b 11ft
4.2.3 Additional reauirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured ' s general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to. comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
.4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
Consulting Services Agreement betweenlCity of Dublin and Bay Area Community Services
2008-2009
Page 6 of 15
3~"b 17
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form: .
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be ~ubmitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Reauirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of covera2e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 7 of 15
3 7tJfJ 1 i Lf"
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 Coveraf!e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
.
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
.
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or .
.
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 8 of 15
3~UO t,y.
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state,. or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification. and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or orainance to the contrary, Consultant and
any of its employees, agents, and subcontractors. providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 9 of 15
Y1rJb I.f
6.2
Consultant No Aeent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REOIDREMENTS.
7.1 Governine Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Reeulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to .
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 10 of 15
LfoO/) 11+
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assienment and Subcontractine. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator. .
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 11 of 15
4-'~ I +
8.6 Options upon Breach bv Consultant If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the. work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had complete.d the work.
. Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount oftime.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 12 of 15
4- t DfJ
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provi~ion of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assi2ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 13 of 15
4-3lJb 11~
in the Political Reform Act, codified at California GoveJ.:I1ITI.ent Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code ~1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code ~ 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by J eri Ram,
the Community Development Director or her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
. 10.10 Notices. Any written notice to Consultant shall be sent to:
Bay Area Community Services
Kent Ellsworth, Executive Director
3900 Valley Avenue #B
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 14 of 15
44-ct{) ('1 ~
10.11 Inte2:ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Richard C. Ambrose
City Manager
Kent Ellsworth
Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
Page 15 of 15
EXHIBIT A
OF CONSULTING SERVICES AGREEMENT
SCOPE OF SERVICES
LtG tt:> t1 +
Proposal Summary - (A program may contain several goals)
Capitai Public Service
Request 0 OR Request X (check one)
Program name Valley Creative Living Center
Brief Program
summary Valley Creative Living Center (CLC) is a community based psychosocial
day rehabilitation program serving adults with psychiatric disabilities in the Tri-Valley area.
The program provides the necessary structure and support to assist individuals In their
recovery and reintegrate into the community through paid or volunteer jobs and educational
institutions.
Goals - Number of Program goals to be achieved in fiscal year 2008-
2009
List a brief description of each program goal:
1. Valley Creative Living Center will provide services to low and very
low income individuals with psychiatric disabilities.
2. Provide on going day rehabilitation services three days per week, year
round.
Number of Dublin
residents served by
this goal
9
3. Provide the opportunity for prevocational and employment services.
9
9
Use a separate sheet of paper if needed
Amount of Dublin grant funding requested (match first column budget form
#2) $5000.00
Overall Total number of Dublin residents to be served by this program 9
Community Development Block Grant Application Certification
To the best of my knowledge and belief, all information and data in this application and attachments are true and correct.
No material Information has been omitted, including financial Information. If funded, I certify that the Agency Is willing
and able to adhere to polices and procedures specified by the City of Dublin, and if applicable, the appropriate program
regulations of the US Department of Housing and Urban Development Further, I understand this Is not an agreement for
grant funding and cannot encumber funds until the City of Dublin and the Individual authorized to execute contracts on
behalf of the ~plicant Agency, has signed the contract, and If applicable, all federal regulations and paperwork are
coR'!pleted
Executive Director
nUe
I ri/. -z.!2.~ 1
2
..EXHIBIT B OF CONSUL liNG SERVICES AGREEMENT"
~~(1t
Program Budget Form
Attach additional sheets if necessary
Capital Expenses
Subtotal
Personnel Expenses
Salaries
Benefits
Subtotal
Operating Expenses
Supplies
Printing/Copying
Postage
Telephone
Rent and Utilities
Other: Repair and Maint
Contracted Services
Equipment
Advertising/ Publ.
Transportation
Conferences, Mbrs
Insurance
Miscellaneous
MHS Admin
BACS Indirect Cost
Total Operating
TOTAL BUDGO
CDBG Grant
Total Program
Budget
s
s
o
o
$ 4,757
$
S 4,757
$ 77, 11 8
$ 21,225
S 98,343
$
$
$
$
$
$ 1 ,750
$ 900
$ 550
$ 2,350
$ 28,300
$ 500
.$ 575
$ 1,500
$ 600
$ 4,270
$ 850
$ 500
$ 50
$ 13,365
$ 15,176
S 71,236
S 169,579
S 4,757
Budget prepared by (Name, Title, Telephone Number, E-mail)
Barbara MacAuliffe, CFO 510 613-0327 bmacauliffe@bayareacs.org
tfltJb \l~
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program, listing of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts) .
c. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by .
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent oftotal number of direct beneficiaries who are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and White
Asian and White
Black or African American and White
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008'-2009
~ ao 11'+
American Indian or Alaska Native and Black or
African American
Other (individuals who are not included above)
Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-II0, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates. its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or ill
connection with the performance of this Agreement.
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
1ft1l1b r1 f
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and I)
Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-II 0, Uniform Administrative Requirements for Grant and Other
Agreements with Institutions of Higher Education, Hospitals and Other Non-
Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments
Consulting Services Agreement between
City of Dublin and Bay Area Community Services
2008-2009
"
!SDt i1'+
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
COMMUNITY RESOURCES FOR INDEPENDENT LIVING (CR.I.L.)
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Community Resources for Independent Living (C.R.I.L.) ("Consultant") as of April
15,2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2008, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. .
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and
shall end on June 30, 2009. Consultant shall complete the work described in
Exhibit A., Scope of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 1 of 15
Attachment 5
51UfJ ;l~
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 Asshmment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-II0 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Three Thousand Four Hundred and Eie:htv Eie:ht Dollars ($3.488)) notwithstanding any
contrary indications that may be contained in Consultant's proposal, for services to be performed
and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Bude:et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 2 of 15
_.
~ 2.lfb 11 t4::
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. Bud2et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. ScoDe of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final. Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated .May 19, 2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 3 of 15
63~11y..
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. .In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities. .
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 4 of 15
5't/-1J 11 +
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets. the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits. .
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scone of coverae:e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 5 of 15
66ZO '
~.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount hot less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 6 of 15
I5l.orfb '1~
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Reauirements.
4.4.1 Acceptability of insurers. All insurance required~by this section is to be
placed with insurers with a Bests' rating of no less than A: VII.
4.4.2 Verification of covera2e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 7 of 15
67~ '"1 ~
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 Coveraee. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at.
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified 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 ~onsultant demonstrates compliance with the requirements
hereof; and/or
.
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 8 of 15
5~~ lit.f
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant ~hall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss oflife, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment iri..PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 9 of 15
5'l6b t 14-
6.2
Consultant No Al!ent Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REQUIREMENTS.
7.1 Governinl! Law. The laws of the State of California shall govern this
Agreement.
7.2 Comvliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Rel!ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that'
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice 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 tiD::tes 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 Ovvortunitv. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 10 of 15
~D1b ~ ~
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and.
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.'
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimbUrse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assil!:nment and Subcontractinl!:. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 11 of 15
t.t>lffb' ~
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
. 8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfInished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those. described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until fmal approval by City, all .data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 12 of 15
~ t 1:>. 1'1 q...
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business .hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assie:ns. The provisions of this Agreement shall inure to th.e
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written .studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 13 of 15
~ 3'Jb J 1 ~
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code ~1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code ~ 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by the
Community Development Director or his/her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee~
10.10 Notices. Any written notice to Consultant shall be sent to:
Community Resources for Independent Living (C.R.I.L.)
Sheri Burns, Executive Director
439 A Street
Hayward, CA 94544
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dubl4I, CA 94568
CQPs4IUng'~~ryjce~A~r~m~nt betW~en' ,-.' -
g!tr QfO~q!,~ and Conirnun~ ~esQI."te~ for In~ep'~nd~Qt Living (CRIL)
". ..' . .. ~. . , . ,
,':"
2008-2009
Page 14 of 15
194-Db " 1-
10.11 Intel!:ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Community Resources for Independent
Living (C.R.I.L.)
Richard Ambrose, City Manager
~ oOJL
, Sheri-Burns, Executive Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (CRIL)
2008-2009
Page 15 of 15
&G'b '
EXHIBIT A
SCOPE OF SERVICES
Provide affordable, accessible Housing Search and Acquisition Assistance for underserved, low-
income residents of Dublin who have disabilities and seniors with functional limitations and
disabling conditions.
1. Provide Housing Information and Referral t~ow-income Dublin seniors and other
residents with disabilities and their families through outreach activities, presentations,
workshops, mailings, and collaborative partnershipKs.
2. Provide dir1ct affordable, accessible Housing Assistance, including support services
to maintain ~erm housing, to .H'Dublin residents and seniors with disabilities or
functional limitations. Ie
3. 70% of Dublin residents with disabilities and/or seniors or functional limitations, who
create an independent living plan (ILP) that addresses Housing, will meet one or more
self-identified goals.
Total overall number of Dublin residents to be served by this program -,65" J{ S'
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (C.R.LL.)
2008-2009
'+
Capital Expenses
Construction/Reh abilitation
Permits and Fees
Design
Other Soft Costs (define)
Subtotal
Personnel Expenses
Salaries
Benefits
Subtotal
Operating Expenses
Supplies
Printing/Copying
Postage
Telephone
Rent and Utilities
Accounting/Audit
Outside Services
Books, Dues and Publications
Insurance
Staff Training
Subtotal
TOTAL
Exhibit B /.pf., Db 11 \of
Of Consulting Services Agreement
Program Budget Form
Attach additional sheets if necessary
CDBG Grant Total Program Budget
$
$
$
$
$
$
$
$
$
$
$2,385.00
$568.00
$2,953.00
$44,806.00
$10,322.00
$55,128.00
$128.00
$41.00
$121.00
$87.00
$7.00
$22.00
$62.00
$12.00
$41.00
$14.00
$535.00
$3,488.00
$4,697.00
$644.00
$1,637.00
$1,389.00
$100.00
$408.00
$801.00
$225.00
$769.00
$200.00
$10,870.00
$65,998.00
Budget prepared by (Name, Title, Telephone Number, E-mail)
April Monroe, Finance Director, 510-881-5743 ext, 5932, april.monroe@cril-online.org
~ 7ut> \ +
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program, listing of components, . description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable census
. tracts).
c. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries. .
ii) Percent of total number of direct beneficiaries who are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White.
American Indian or Alaska Native and White
Asian and White
Black or African American and White
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (C.R.l.L.)
2008-2009
"~6b "~
American Indian or Alaska Native and Black or
African American
Other (individuals who are not included above)
Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
'D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-llO, with prior
approval or consent of City. -
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. . Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements ,as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (C,R.I.L.)
2008-2009
&'1tf/J ''1,+
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REOUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K (570~600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and. Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and I)
Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-II0, Uniform Administrative Requirements for Grant and Other
Agreements with Institutions of Higher Education, Hospitals and Other Non-
Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments.
Consulting Services Agreement between
City of Dublin and Community Resources for Independent Living (C.R.I.L.)
2008-2009
,.
,
.
,
1Dlf6 J
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
EDEN COUNCIL FOR HOPE AND OPPORTUNITY
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Eden Council for Hope and Opportunity ("Consultant") as of April 15, 2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2008, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A. the Agreement shall prevaiL
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and
shall end on June 30, 2009. Consultant shall complete the work described in
Exhibit A. ScoDe of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 1 of 15
Attachment 6
I 'rJb r1~
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Asshmment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the' performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-IlO and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Three Thousand Four Hundred and Eighty Eight Dollars ($3,488) notwithstanding any
contrary indications that may be contained in Consultant's proposal, for services to be performed
and reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, .Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budl!:et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 2 of 15
12 if/) f1 ~
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. Bud2et.
· At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
· The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate. of the time necessary to complete the work
described in Exhibit A. Scone of Services.
· The Consultant's signature.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 19,2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 3 of 15
f~Ob Ii 4-
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment uoon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses 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 EOillPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REOillREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance,against claims for injuries to persons or damages to property that may arise 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' Comoensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 4 of 15
'<kb 11tf
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Co~e shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurmce
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
orin limits.
4.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile 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 coveral!:e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 50f 15
16l1lJ 111
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
, coverage.
d. Any failure of CONSULT ANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice l>Y certified mail,
return receipt requested, has been given to the, City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 6 of 15
7~116 l f
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is t~ be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveral!:e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
, to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 7 of 15
'lOb 11~
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 ali respects to each of them.
4.4.6 Notice of Reduction in Coveral!:e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest 'possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may; at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
· Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
· Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
· Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 8 of 15
rl>Ub \1 ~
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
, for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS}to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered p1,l1"suant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
, any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
Qonsulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 9 of 15
7&f~ "~
6.2
Consultant No Al!:ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REQUIREMENTS.
7.1 Governinl!: Law. The laws of the State of California, shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcon~actors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Rel!:ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit c.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term. of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 10 of 15
8DUf) 1'1~
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
.8.4 Assil!:nment and Subcontractinl!:. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal~
without prior written, approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination ofthis Agreement.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 11 of 15
3'd/J ll'-t
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Ret~ the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference betWeen the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until fmal approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 12 of 15
~ZOb \,' t.t
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce _ or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement,' the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
1 0.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach ofa specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assil!:ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 13 of 15
~~Ob '
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 fmancial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code ~ 1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code ~ 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
the Community Development Director or her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Eden Council for Hope and Opportunity
Marjorie A. Rocha, Executive Director
770 A Street
Hayward, CA 94541
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 14 of 15
~Gbi1~
10.11 Intel!:ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Richard C. Ambrose, City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
Page 15 of 15
~5~11+
EXHIBIT A
SCOPE OF SERVICES
Eden Council for Hope and Opportunity Rental Assistance Program
The Rental Assistance Program benefits low-income households with assistance to
secure or preserve their housing. The program will provide financial assistance in
the form of a guarantee to tenants for payment of a security deposit or delinquent
rent.
1. Prescreen to determine potential applicant eligibility - 50 households
2.
Support Counseling for RAP clients -
7 households
3. Information & Counseling for potential applicants who are not eligible -
20 households
4.
5. Rent/Deposit Guarantees for eligible clients - 7 households
6. Follow-up for households that have signed the contract - 7 households
7. Collection for clients who have defaulted on their payments - as needed
8. Outreach for marketing for this service -
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
EXHIBIT B
OF CONSULTlNG SERVICES AGREEMENT
~If; rJb ;
Program Budget Form
Attach additional sheets if necessary
CDBG Grant
Total Program Budget
Capital Expenses
ConstructionjReha bilitation
Permits and Fees
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Design
Engineering
Acquisition
Other Soft Costs (define)
Subtotal
Pe~onnelExpenses
Salaries
Benefits
$ 3,740
$ 807
$ 4,547
$ 86,765
$ 18,726
$ 105,490
Subtotal
Operating Expenses
Supplies
Printing/Copying
, Postage
Telephone
Rent and Utilities
Accounting/Audit
Other (define) *
Subtotal
TOTAL
$ 94 $ 2,190
$ 19 $ 438
$ 58 $ 1,341
$ 130 $ 4,329
$ 371 $ 13,213
$ 48 $ 1,118
$ 318 $ 7,932
$ 1,038 $ 30,561
$ 5,585 $ 136,051
Budget prepared by (Name, Title, Telephone Number, E-mail)
Marjorie A. Rocha, Executive Director, 510-581-9380, margie@echofairhousing.org
* Advertising, equipment maintenance/rental, DP/consultant services, insurance, training/education,
membership/publications, mileage.
------------------------------------------------------------------------------------------------------------
ConsultingServiresAgrremem
2008-200~.,.e 11
~11Sb tt
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must ,undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program, listing of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts).
c. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and White
Asian and White
Black or African American and White
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
cgztJb t
American Indian or Alaska Native and Black or
African American
Other (individuals who are not included above)
Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-II0, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATNE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
There 'shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009 .
<6'lCbI'~
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and I)
Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-II0, Uniform Administrative Requirements for Grant and Other
Agreements with Institutions of Higher Education, Hospitals and Other Non-
Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rule of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments
Consulting Services Agreement between
City of Dublin and Eden Council for Hope and Opportunity
2008-2009
EXHIBIT B
OF CONSULTING SERWCES AGREEMENT
Capital Expenses
Construction/Rehabilitation
Permits and Fees
Design
Engineering
Acquisition
Other Soft Costs (define)
Subtotal
Personnel Expenses
Salaries
Benefits
Subtotal
Operating Expenses
Supplies
Printing/Copying
Postage
Telephone
Rent and Utilities
Accounting/Audit
Other (define)*
Subtotal
mAl
'10 rib' +
Program Budget Form
COBG Grant
Total Program
Budget
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$ 2,327
$ 495
$ 2,822
$ 88,416
$ 18,805
$ 107,221
$ 58 $ 2,199
$ 12 $ 440
$ 35 $ 1,346
$ 60 $ 4,467
$ 289 $ 13,645
$ 30 $ 1,112
$ 182 $ 8,162
$ 666 '$ 31,371
$ 3,488 $ 138,592**
Budget prepared by (Name, Title, Telephone Number, E-maH)
Matjorie A Rocha, Executive Director, 510-581-9380, margie@echofairhousing.org
* Advertising, equipment maintenance/rental, DP/consultant services, insurance,
training/education, membership/publications, mileage. **Funding is still pending.
RECEIVED
liAR 2 0 Z008
DUBLIN PLANNING
.
,
\
C1111{)
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
OPEN HEART KITCHEN
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Open Heart Kitchen ("Consultant") as of April 15, 2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2008, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
~at are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A. the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and
shall end on June 30, 2009. Consultant shall complete the work described in
Exhibit A. Scope of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
. by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 1 of 15
2008-2009
Attachment 7
'1t.6lJ r1t
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assimment of PersonneL Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-I10 and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Nine Thousand Five Hundred and Fourteen Dollars ($9,514) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budl!:et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
,
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 2 of 15
2008-2009
tf~ao' +,
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. Budl!:et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with, all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 19,2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 3 of 15
2008-2009
C( €fao t
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 EQIDPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the infomiation in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before .beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City: Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 4 of 15
2008-2009
qS 11tj I
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000;000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liabilitv Insurance.
4.2.1 General 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 coveral!:e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 5 of 15
2008-2009
Cj(pU6' y...
4.2.3 Additional reauirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its, own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 6 of 15
2008-2009
qllfb t
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:Vll.
4.4.2 Verification of coveral!:e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete. certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 7 of 15
2008-2009
Cf1> on \
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coveral!:e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have .
and are not the exclusive remedy for Consultant's breach:
.
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
.
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
.
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 8 of 15
2008-2009
t1 q rfb
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss oflife, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties ahd interest on such contributions, which would otherwise be the responsibility of City.
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term. of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 9 of 15
2008-2009
JDO Ub f
6.2
Consultant No Al!:ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REOillREMENTS.
7.1 Governinl! Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Rel!:ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status; sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 10 of 15
2008-2009
tDl UfJ \"1~
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assie:nment and Subcontractinl!:. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 11 of 15
2008-2009
102- Ub it
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 12 of 15
2008-2009
IO~Ob t I+-
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assi2D.s. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 13 of 15
2008-2009
IDY~ 11~
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
m~er in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code ~ 1 090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code ~ 1090 and, if applicable, will be
disqualified from holding public office in the State of California. ,
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
the Community Development Director or her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Open Heart Kitchen
Michael C. Carter, Executive Director
1141 Catalina Drive # 13 7
Livermore, CA 94550
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 14 of 15
2008-2009
l06"b 11~
10.11 Inte2ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Attest:
Open Heart Kitchen
e ~Il!t<<. &00$"8 Qi...o!<lr
~ ~I ~~'r~~
Richard C. Ambrose, City Manager
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen Page 15 of 15
2008-2009
\CXt; Db ,.., ~
EXHIBIT A
SCOPE OF SERVICES
Open Heart Kitchen will prepare and serve free, hot, nutritious meals on a "dine-
in" or "take-out" basis and distribute Weekend Box Lunches to low-income
residents.
Hot meals are served at 6444 Sierra court. Also, through the Weekend Box Lunch
Program, lunches are dropped off at Arroyo Vista and the Groves at Dublin Ranch.
1. Provide the same or an increased number of Weekend Box Lunches to
populations relocates from Arroyo Vista, using the Groves at Dublin
Ranch as a drop off point - estimate 470 households (24,000 lunches)
2. Continue to provide hot meals to low-income families and adults on a
weekly basis at 6444 Sierra Court - estimate between 100-350 people
(7,000 to 8,000 meals)
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2008-2009
ID7Ub 11~
EXHIBIT B
BUDGET
Budget for Open Heart Kitchen - 2008-2009
FOOD AND SUPPLIES -
$9,514
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2008-2009
IO~Db
+
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor .shall be monitored and evaluated in terms of its effectiveness and
timely compliance with the provisions of this Agreement and the effective and
efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative evaluation of
the Scope of Services as specified in this Agreement and shall make quarterly
written reports to City.
1. The quarterly written reports shall include, but shall not be limited to the
following data elements:
a. Title of program, listing of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable census
tracts) .
c. Goals - the projected goals, indicated numerically, and also the
goals achieved (for each report period). In addition, identify by
percentage and description, the progress achieved towards meeting
the specified goals; additionally, identify any problems
encountered in meeting goals.
d. Beneficiaries - provide the following:
i)
total number of direct beneficiaries.
ii)
Percent of total number of direct beneficiaries who are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and White
Asian and White
Black or African American and White
Consulting Seriices Agreement between
City of Dublin and Open Heart Kitchen
2008-2009
lOCfDb \'4-
American Indian or Alaska Native and Black or
African American
Other (individuals who are not included above)
Hispanic (ethnicity category that cuts across all
races; if used, a race identified above must also be
identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fift~enth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring and
evaluation, to assist Contractor in complying with the scope and contents of this
Agreement, and to provide management information that will assist the City's
policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act and OMB
Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of the grant
program and disbursed in accordance with OMB Circular A-llO, with prior
approval or consent of City.
B. Program income received by Contractor shall be returned to City for future
application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or within an
Urban City jurisdiction that thereafter terminates its participation in the Urban
City, shall continue to be program income of the Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described in
Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTNITY PROHIDITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2008-2009
110 Ub ,''t
5. REVERSION OF ASSETS
,
A. Upon the expiration of this Agreement, Contractor shall transfer to City any
CDBG funds on hand at time of expiration and any accounts receivable
attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with CDBG
funds must be used to meet one of the national objectives for a minimum of five
years after the expiration of this Agreement or disposed of in a manner that results
in City being reimbursed at fair market value less value attributable to non-CDBG
expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all Federal laws
and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates
to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor
Standards, d) Environmental Standards, 3) National Flood Insurance Program, f)
Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-
based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j)
Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and I)
Displacement.
7. BILINGUAL ASSIT ANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-II 0, Uniform Administrative Requirements for Grant and Other
Agreements with Institutions of Higher Education, Hospitals and Other Non-
Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CPR 85, Common Rule of
Uniform Administrative Requirements for Grants and Cooperative Agreements
with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements),
Common Rille of Uniform Administrative Requirements for Grants and
Cooperative Agreements with State and Local Governments
Consulting Services Agreement between
City of Dublin and Open Heart Kitchen
2008-2009
lll"b ~ *
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SENIOR SUPPORT PROGRAM OF THE THE TRI-V ALLEY
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Senior Support Program of the Tri-Valley ("Consultant") as of April 15, 2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development C'HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2008, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and
shall end on June 30, 2009. Consultant shall complete the work described in
Exhibit A. Scope of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, first-
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 1 of 15
Attachment 8
\l2Ub 11 ~
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assil!:nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-IlO and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Nine Thousand Nine Hundred Sixty Eight Dollars ($9,968) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the
amount of compensatiop., the Agreement. shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budl!:et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 2 of 15
H~Db \
+
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. Budl!:et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthlv Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 19, 2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 3 of 15
"4-Db I
+-
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and, reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REOUlREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor(s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 4 of 15
('6 Vb I +
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General reauirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scone of coveral!:e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 5 of 15
II ({) Vb i
4-
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 6 of 15
I (1 db \
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended 'reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A: VII.
4.4.2 Verification of coveral!:e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The'
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
,for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 7 of 15
tl~Db \
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coveral!:e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
.
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
.
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
.
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 8 of 15
Il~ Db \
+
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for emollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section.6.
6.1
STATUS OF CONSULTANT.
Indeuendent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 9 of 15
! ?oUb \., +-
6.2
Consultant No Al!:ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REQUIREMENTS.
7.1 Governinl!: Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Aoolicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Rel!:ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice 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 Oooortunitv. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 10 of 15
\2.t"b' ~+
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administra~or or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assie:nment and Subcontractinl!:. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the, Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 11 of 15
l t.2UO \ ~.
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 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 ~d other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until fmal approval by City, all data,
plans, specifications, reports and other do'cuments are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 12 of 15
1~~DQ\'t
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
A~em~. .
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assie:ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
,
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 13 of 15
12-Lf 11b \1 +
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 fmancial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has, it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code ~1090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code ~ 1090 and, if applicable, will be '
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
Community Development Director or her designee ("Contract Administrator").
All correspondence shall be directed. to or through the Contract Administrator or
his or her designee.
10.10 Notices. Any Written notice to Consultant shall be sent to:
Senior Support Program of the Tri Valley
Marlene Petersen, Executive Director
5353 Sunol Blvd.
Pleasanton, CA 94566
Any written notice to City shall be sent to:
Jeri Ram, Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2008-2009
Page 14 of15
12B'Db 111.}
10.11 Intel!:ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A. the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Senior Support Program of the Tri Valley
~iZ~
Mar Petersen
Executive Director
Richard C. Ambrose
City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between
City of Dublin and Senior Support Services
Contract Year 2O()8..2QQ9
. Page 1'5 of 15
., ;1::I\~;' .
\ 2.u Db ,11.J .
EXHmIT A
SCOPE OF SERVICES
Case management is a process that assesses, plans, implements, coordinates, monitors and
evaluates the options and services required to meet the senior's health and human service needs
promoting quality and cost effective interventions and outcomes.
1. Provide 30 Dublin senior citizens with case management services that will foster
independence, promote safety and well being, preserve dignity and improve
quality of life.
2. Reach 50 seniors with one-time services
Total number of Dublin residents served by this program - 80
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
Contract Year 2008-2009
Exhitbit B
Of Consulting Services Agreement
11..16'b \1tf
Program Budget Form
Attach additional sheets if necessary
Total Program
Budget
Capital Expenses:
Construction/Reha bil itation
Permits and Fees
CDBG
Design
Engineering
Acquisition
Other Soft Costs (define)
Subtotal:
Personnel Expenses:
Salaries
Benefits
Subtotal:
Operating Expenses:
Supplies
Printing/Copying
Postage
Telephone
Rent and Utilities
Accounting/Audit
Other (define)Travel
Subtotal:
TOTAL:
12.$ Ub 11 t
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS '
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness
and timely compliance with the provisions of this Agreement and the
effective and efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative
evaluation of the Scope of Services as specified in this Agreement and
shall make quarterly written reports to City.
1. The quarterly written reports shall inc1ude,.but shall not be limited
to the following data elements:
a. Title of program, listing of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable
census tracts).
c. Goals - the projected goals, indicated numerically, and also
the goals achieved (for each report period). In addition,
identify by percentage and description, the progress
achieved towards meeting the specified goals; additionally,
identify any problems encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who
are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American .
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and
White
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
Contract Year 2008-2009
12~ 00 11 q...
Asian and White
Black or African American and White
American Indian or Alaska Native and
Black or African American
Other (individuals who are not included
above)
Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring
and evaluation, to assist Contractor in complying with the scope and
contents of this Agreement, and to provide management information that
will ~sist the City's policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit ~ct
and OMB Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circular A-I 10,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or
within an Urban City, juii.sdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNIFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
Contract Year 2008-2009
I~D?Jb 11~
4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City
any CDBG funds on hand at time of expiration and any accounts
receivable attributable to the use of CDBG funds.
B. Real property in excess, of $25,000, obtained in whole or in part with
CDBG funds must be used to meet one of the national objectives for a
minimum of five years after the expiration of this Agreement or disposed
of in a manner that results in City being reimbursed at fair market value
less value attributable to non-CDBG expenditures.
6. OTHER PROGRAM REOUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all
Federal laws and regulations described in 24 CPR, Part 570, Sub-part K (570.600-
570-612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National
Flood Insurance Program, f) Relocation and Acquisition, g) Employment and
'Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and I) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS,
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-llO, Uniform Administrative Requirements for Grant
and Other Agreements with Institutions of Higher Education, Hospitals
and Other Non-Profit Organizations.
C. Paragrapl) (b) of Section 570.502 of sub-part J of 24 CFR 85, Common
Rule of Uniform Administrative Requirements for Grants and Cooperative
Agreements with State and Local Governments.
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
Contract Year 2008-2009
131~ \1+
D. Section 44.6 of 24 ,CFR Part 44 (Non-Federal Government Audit
Requirements), Common Rule of Uniform Administrative Requirements
for Grants and Cooperative Agreements with State and Local
Governments
Consulting Services Agreement between
City of Dublin and Senior Support Program of the Tri Valley
Contract Year 2008-2009
"
132ao lief
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
SPECTRUM COMMUNITY SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Spectrum Community Services ("Consultant") a~ of April 15, 2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2008, whereby certain Community Development Block Grant ("CDGB'') grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows.
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistep.cy between the terms of this Agreement and Exhibit A. the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and
shall end on June 30, 2009. Consultant shall complete the work described in
Exhibit A. Scope of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agreement, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, flrst-
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 1 of 15
Attachment 9
1~3ao ''-<'1+
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assil!:nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-IlO and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Five Thousand Three Hundred and Seven Dollars ($5,307) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
, Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement. .
2.1 Budl!:et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
, Contract Year 2008-2009
Page 2 of 15
1?4-6b lIt
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. Budl!:et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. Scope of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthlv Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 19,2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 3 of 15
l3G lSbl1t
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment upon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses incurred for work
satisfactorily completed as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.8 Authorization to Perform Services. The Consultant may begin providing
services under the terms of this Agreement during the period listed in Section 1.1.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall,
at its sole cost and expense. provide all facilities and equipment that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense. including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REOUlREMENTS. Before beginning any work under this
Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage"
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to
City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in all respects to the City. Consultant shall maintain the insurance policies required
by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence
work on any subcontract until Consultant has obtained all insurance required herein for the
subcontractor( s) and provided evidence thereof to City. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 4 of 15
t~6Q 11t
The Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
4amage to property resulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of covera2:e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 5 of 15
1~1tb f1't
4.2.3 Additional requirements. Each of the following shall be included in the
. insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City. Consultant
shall notify City within. 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 6 of 15
l~ Ubf1c+
thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages
are written on a claims-made form:
a. ' The retroactive date of the policy must be shown and must be
before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five years after completion of the Agreement
or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that
precedes the date of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceotabilitv of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveral!:e. Prior to beginning any work under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 7 of 15
IYtDb11t
4.4.4 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverages, scope, limits, and
forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the services or work called for by any
term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, Consultant may increase
such deductibles or self-insured retentions with respect to City, its officers,
employees, agents, and volunteers. The Contract Administrator may
condition approval of an increase in deductible or self-insured retention
levels with a requirement that Consultant procure a bond, guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses that is satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coveral!:e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage. -
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required.. City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
.
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
.
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
.
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSffiILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 8 of 15
It.fODb 11*
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.
J ..
In the event that Consultant or any employee, agent, or subcontractor of Consultant proVIding
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6.
6.1
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 9 of 15
,..f1OO 11 +
6.2
Consultant No Al!:ent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or implied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REQUIREMENTS.
7.1 Governin~ Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Rel!:ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit c.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agen~s, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the tenn of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.S Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 10 of 15
I c+~ 60' 14--
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to reimburse
Consultant for any otherwise reimbursable expenses incurred during the extension
period. '
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assil!:nment and Subcontractinl!. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge. Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontractors noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 11 of 15
, ~~ 1Jb ~1'k
8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the platis, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials, including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-llO. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount oftime.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 12 of 15
144Ub 1'1+
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of
any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
1 0.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions. of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assil!:ns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 13 of 15
1~6 Db"t
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was, an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code ~1090 et.seq., the entire Agreement is void and Consultant
will not be entitled' to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code ~ 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by the Jeri
Ram, Community Development Director or her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Spectrum Community Services
Michael Sweeney, Executive Director
1435 Grove Way
Hayward, CA 94566
Any written notice to City shall be sent to:
J eri Ram, Community Development Director,
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 14 of 15
1% Ob 11,+
10.11 Intel!:ration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Richard C. Ambrose
City Manager
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting SerVices Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
Page 15 of 15
, 41Vb l-?t
EXHIBIT A
SCOPE OF SERVICES
Grant funds will support the Home-Delivery Driver's salary and benefits and mileage while
delivering each meal to homebound Dublin seniors.
L Ensure 32 low-income Dublin seniors are registered and receive meals.
2. Deliver a minimum of 4,460 meals to frail homebound seniors in Dublin. An
average of18 meals delivered per day.
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
EXHlBIT B
, OF, CONSULTING SERVICES AGREEMENT
Program Budget Form ' 4~ Db \ ~
Attach additional sheets if necessary
CDBG Grant Total Program Budget
Capital Expenses
Co nstructio njRe ha bi I itatio n $ $
Permits and Fees $ $
Design $ $
Engineering $ $
Acquisition $ $
Other Soft Costs (define) $ $
Subtotal $ $
Personnel Expenses
Salaries $ 2,232 $ 400,289
Benefits $ 838 $ 108,915
Subtotal $ 3,070 $ 509,204
Operating Expenses
Supplies $ $ 24,354
Printing/Copying $ $ 254
Postage $ $ 528
Telephone $ $ 6,036
Rent and Utilities $ $ 33,568
Accounting/Audit $ $ 16,400
Other (Mileage) $ 3,007 (Mileage) $ 272,101 (see below)
Subtotal $ 3,007 $ 352,713
TOTAL $ 6,077 $ 861,917
Budget prepared by (Name, Title, Telephone Number, E-mail)
Leila Cimarra- Controller (510) 881-0300 ext. 2181cimarra@spectrumcs.org
$5,573 Equip. rental & maintenance; $13,599 mileage; $35,921 vehicles; $210,450 raw food; $1,760
Equipment; $3,672 insurance; $1,126 misc. expenses.
---------------------------------------------------------------------.--------------------------------------
Consulting Services Agreement
2008-2009
EXHIBIT C
I yq Db \4 if
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness
and timely compliance with the provisions of this Agreement and the
effective and efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative
evaluation of the Scope of Services as specified in this Agreement and
shall make quarterly written reports to City.
1. The quarterly written reports shall include, but shall not be limited
to the following data elements:
a. Title of program, listing of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable
census tracts).
c. Goals - the projected goals, indicated numerically, and also
the goals achieved (for each report period). In addition,
identify by percentage and description, the progress
achieved towards meeting the specified goals; additionally,
identify any problems encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries. .
ii) Percent of total number of direct beneficiaries who
are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other PaCific Islander
White
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
15D db lit
American Indian or Alaska Native and
White
Asian and White
Black or African American and White
American Indian or Alaska Native and
Black or African American
Other (individuals who are not included
above)
Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identified)
Female Headed Households
e. Other data as required by City.
2. The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring
and evaluation, to assist Contractor in complying with the scope and
contents of this Agreement, and to provide management information that
will assist the City's policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act
and OMB Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circular A-llO,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNlFORM ADMINISTRATNE REQUIREMENTS
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
15'Db'1~
Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City
any CDBG funds on hand at time of expiration and any accounts
receivable attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with
CDBG funds must be used to meet one of the national objectives for a
minimum of five years after the expiration of this Agreement or disposed
of in a manner that results in City being reimbursed at fair market value
less value attributable to non-CDBG expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all
Federal laws and regulations described in 24 CPR, Part 570, Sub-part K (570.600-
570-612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National
Flood Insurance Program, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and I) Displacement.
7. BILINGUAL ASSITANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-llO, Uniform Administrative Requirements for Grant
and Other Agreements with Institutions of Higher Education, Hospitals
and Other Non-Profit Organizations,
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
}S2.~ \1+
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common
Rule of Uniform Administrative Requirements for Grants and Cooperative
Agreements with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit
Requirements), Common Rule of Uniform Administrative Requirements
for Grants and Cooperative Agreements with State and Local
Governments
Consulting Services Agreement between
City of Dublin and Spectrum Community Services
Contract Year 2008-2009
J';;~Ub " +-
SPECTRUM COMMUNITY SERVICES, INC.
CDBG - Dublin
FY 2008-09
PAID STAFF:
This Other Total
Request Sources Project
2,232 2,232
138 138
32 32
109 109
113 113
413 413
33 33
838 838
3,070 3,070
Home Delivery Coordinator (248 serving days, 25%)
Benefits:
FICA
MEDFICA
SUI/ETT
WCOMP
Medical
401k
Total Benefits
Total Salary & Benefits
OTHER EXPENSES:
Catered Meals ($1.18/meal * 15 meals/day * 248 days)
Mileage (25 miles/day * $0.485/mile * 248 days)
2,237
770
4,390
3,007
4,390
Total Other Expenses
2,237
5,160
7,397
TOTAL
5,307
5,160
10,467
3/18/2008 1 :04 PM
"
~
.
\
, 5,",," ~ t1'f
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND
TRI-V ALLEY HAVEN
THIS AGREEMENT for consulting services is made by and between the City of Dublin
("City") and Tri-Valley Haven ("Consultant") as of April 15, 2008.
RECITALS
1. The County of Alameda has entered into a Grant Agreement with the United
States Department of Housing and Urban Development ("HUD") for a Community Development
Block Grant ("CDBG") under the Housing and Community Development Act of 1974.
2. The City will be a party to an agreement with the County of Alameda, to be dated
July 1, 2008, whereby certain Community Development Block Grant ("CDGB") grant funds
received by the County are distributed to the City for use in Community Development Block
Grant Programs and eligible activities ("CDBG Programs").
3. Consultant desires to perform services, described in Exhibit A to this Agreement,
that are CDBG Programs.
4. City desires that such services be performed by Consultant, and Consultant
Agrees to render such services, as more particularly set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City
and Consultant do mutually agree as follows. .
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
Consultant shall provide to City the services described in the Scope of Work attached as Exhibit
A at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A. the Agreement shall prevaiL
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2008 and
shall end on June 30, 2009. Consultant shall complete the work described in
Exhibit A.. Scope of Services prior to June 30, 2009, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8.
The time provided to Consultant to complete the services required by this
Agreement shall not affect the City's right to terminate the Agre~ment, as
provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed
by a competent practitioner of the profession in which Consultant is engaged in
the geographical area in which Consultant practices its profession. Consultant
shall prepare all work products required by this Agreement in a substantial, fIrst-
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 1 of 15
2008-2009
Attachment 10
1 '5E' Ubi-rt
class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assh!nment of Personnel. Consultant shall assign only competent personnel to
perform services pursuant to this Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the
reassignment of any such persons, Consultant shall, immediately upon receiving
notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant
to this Agreement as may be reasonably necessary to meet the standard of
performance provided in Section 1.1 above and to satisfy Consultant's obligations
hereunder.
1.5 Procurement' Procedures. Consultant is required to comply with the
procurement procedures of the Office of Management and Budget (OMB)
Circular A-IlO and A-122 (incorporated herein by reference) for the procurement
of supplies and services in connection with activities funded under this
Agreement.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
Fourteen Thousand Two Hundred Seventy One Dollars ($14,271) notwithstanding any contrary
indications that may be contained in Consultant's proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the
amount of compensation, the Agreement shall prevail. City shall pay Consultant for services
rendered pursuant to this Agreement at the time and in the manner set forth herein. All
compensation is dependent on receipt of CDBG funds from the County of Alameda. The
payments specified below shall be the only payments from City to Consultant for services
rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner
specified herein. Except as specifically authorized by City, Consultant shall not bill City for
duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under
this Agreement is based upon Consultant's estimated costs of providing the services required
hereunder, including salaries and benefits of employees and subcontractors of Consultant.
Consequently, the parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities to which Consultant and its employees,
agents, and subcontractors may be eligible. City therefore has no responsibility for such
contributions beyond compensation required under this Agreement.
2.1 Budl!:et. Consultant shall request compensation consistent with the budget
provided and included as Exhibit B.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 2 of 15
2008-2009
15lt>J1) t
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. Bud2et.
At City's option, for each work item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the
person doing the work, the hours spent by each person, a brief description
of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by
Consultant and each employee, agent, and subcontractor of Consultant
performing services hereunder, as well as a separate notice when the total
number of hours of work by Consultant and any individual employee,
agent, or subcontractor of Consultant reaches or exceeds 800 hours, which
shall include an estimate of the time necessary to complete the work
described in Exhibit A. Scone of Services.
The Consultant's signature.
.
.
.
.
.
2.3 Monthly Payment. City shall make monthly payments, based on invoices
received, for services satisfactorily performed, and for authorized reimbursable
costs incurred. City shall have 45 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement
within sixty (60) days after completion of the services and submittal to City of a
final invoice and CDBG Completion Report as required by County pursuant to
agreement between City and County of Alameda, signed and dated May 19, 2008.
2.5 Total Payment. City shall pay for the services to be rendered by Consultant
pursuant to this Agreement. City shall not pay any additional sum for any
expense or cost whatsoever incurred by Consultant in rendering services pursuant
to this Agreement. City shall make no payment for any extra, further, or
additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the
entire Agreement, unless the Agreement is modified prior to the submission of
such an invoice by a properly executed change order or amendment.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 3 of 15
2008-2009
!SlOb l'7+
2.6 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state
taxes.
2.7 Payment uoon Termination. In the event that the City or Consultant terminates
this Agreement pursuant to Section 8, the City shall compensate the Consultant
for all outstanding costs and reimbursable expenses 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 equipmerlt that may be necessary to
perform the services required by this Agreement. City shall make available to Consultant only
the facilities and equipment listed' in this section, and only under the terms and conditions set
forth herein.
City shall furnish physical facilities such as desks,' filing cabinets, and conference space, as may
be reasonably necessary for Consultant's use while consulting with City employees and
reviewing records and the information in possession of the City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
obligated to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
Section 4. INSURANCE REOUlREMENTS. Before 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' Comoensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability
Insurance for any and all persons employed directly or indirectly by Consultant.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 4 of 15
2008-2009
16~ Ub 11 +
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. rn the alternative, Consultant may rely
on a self-insurance program to meet those requirements, but only if the program
of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance
is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under
this Agreement.
An endorsement shall state that coverage shall not be canceled except after thirty
(30) days' prior written notice by certified mail, return receipt requested, to the
City. Consultant shall notify City within 14 days of notification from
Consultant's insurer if such coverage is suspended, voided or reduced in coverage
or in limits.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the
term of this Agreement in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) per occurrence, combined single limit
coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a, general aggregate limit is
used, either the general aggregate limit shall apply separately to the work
to be performed under this Agreement or the general aggregate limit shall
be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and
damage to property r~sulting from activities contemplated under this
Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coveral!:e. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability
occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form
number GL 0002 (ed. 1/73) covering comprehensive General Liability and
Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability. Automobile coverage shall be at least
as broad as Insurance Services Office Automobile Liability form CA 0001
(ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached
limiting the coverage.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 5 of 15
2008-2009
)5&tUb r1't
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be
covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on
behalf of Consultant, including the insured's general supervision of
Consultant; products and completed operations of Consultant;
premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by the Consultant. The coverage shall
contain no special limitations on the scope of protection afforded
to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with
respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by
the City shall be called upon to contribute to a loss under the
coverage.
d. Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY
and its officers, employees, agents, and volunteers.
e. An endorsement shall state that coverage shall not be canceled
except after thirty (30) days' prior written notice by certified mail,
return receipt requested; has been given to the City. Consultant
shall notify City within 14 days of notification from Consultant's
insurer if such coverage is suspended, voided or reduced in
coverage or in limits.
4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance
for licensed professionals performing work pursuant to this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000) covering the
licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per
claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided,
canceled by either party, reduced in coverage or in limits, except after
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 6 of 15
2008-2009
IlJO'b il~
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 datfe of this Agreement, Consultant must provide
extended reporting coverage for a minimum of five years after
completion of the Agreement or the work. The City shall have the
right to exercise, at the Consultant's sole cost and expense, any
extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
the City prior to the commencement of any work under this
Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be
placed with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coveral!:e. Prior to beginning any work Under this
Agreement, Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required herein. The
certificates and endorsements for each insurance policy are to be signed by
a person authorized by that insurer to bind coverage on its behalf. The
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and endorsements
for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 7 of 15
2008-2009
lip I6'/) r1~
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 msurance are either not commercially available" or that the
City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to
and obtain the approval of City for the self-insured retentions and
deductibles before beginning any of the 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 Covera!!e. In the event that any coverage
required by this section is reduced, limited, or materially affected in any
other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than five
days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent
and within the time herein required, City may, at its sole option exercise any of
the following remedies, which are alternatives to other remedies City may have
and are not the exclusive remedy for Consultant's breach:
.
Obtain such insurance and deduct and retain the amount of the premiums for
such insurance from any sums due under the Agreement;
.
Order Consultant to stop work under this Agreement or withhold any payment
that becomes due to Consultant hereunder, or both stop work and withhold
any payment, until Consultant demonstrates compliance with the requirements
hereof; and/or
.
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES.
Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City
and its officials, officers, employees, agents, and volunteers from and against any and all losses,
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 8 of 15
2008-2009
}lP2t!b lief
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury,
bodily injury, loss of life, or damage to property, or any violation of any federal, state, or
municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct
or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts
for which they could be held strictly liable, or by the quality or character of their work. The
foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to
property, or violation of law arises wholly from the negligence or willful misconduct of the City
or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage
to property, or violation of law. It is understood that the duty of Consultant to indemnify and
hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any damages or
Claims for damages whether or not such insurance policies shall have been determined to apply.
By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this
Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing
services under this Agreement is determined by a court of competent jurisdiction or the
California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as
an employee of City, Consultant shall indemnify, defend, and hold harmless City for the
payment of any employee and/or employer contributions for PERS benefits on behalf of
. .
Consultant or its employees, agents, or subcontractors, as well as for the payment of any
penalties and interest on such contributions, which would otherwise be the responsibility of City.
Section 6.
6.1
STATUS OF CONSULTANT.
Indenendent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of
City. City shall have the right to control Consultant only insofar as the results of
Consultant's services rendered pursuant to this Agreement and assignment of
personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services
rendered pursuant to this Agreement. Notwithstanding any other City, state, or
federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and
any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive
any and all claims to, any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public
Employees Retirement System (PERS) as an employee of City and entitlement to
any contribution to be paid by City for employer contributions and/or employee
contributions for PERS benefits.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 9 of 15
2008-2009
l~~Db ,~tf
6.2
Consultant No Aeent. Except as City may specify in writing, Consultant shall
have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Consultant shall have no authority, express or mplied,
pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7.
LEGAL REQUIREMENTS.
7.1 Governine Law. The laws of the State of California shall govern this
Agreement.
7.2 Comnliance with Annlicable Laws. Consultant and any subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Ree:ulations. To the extent that this Agreement may be
funded by fiscal assistance from another governmental entity, Consultant and any
subcontractors shall comply with all applicable rules and regulations to which
City is bound by the terms of such fiscal assistance program.
Without limiting the generality of the foregoing, Consultant and any
subcontractors shall comply with the Community Development Block Grant
Additional Terms and Conditions attached hereto as Exhibit C.
7.4 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses,
permits, qualifications, and approvals of whatsoever nature that are legally
required to practice their respective professions. Consultant represents and
warrants to City that Consultant and its employees, agents, any subcontractors
shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to
practice their respective professions. In addition to the foregoing, Consultant and
any subcontractors shall obtain and maintain during the term of this Agreement
valid Business Licenses from City.
7.5 Nondiscrimination and Equal Onnortunitv. Consultant shall not discriminate,
on the basis of a person's race, religion, color, national origin, age, physical or
mental handicap or disability, medical condition, marital status, sex, or sexual
orientation, against any employee, applicant for employment, subcontractor,
bidder for a subcontract, or participant in, recipient of, or applicant for any
services or programs provided by Consultant under this Agreement. Consultant
shall comply with all applicable federal, state, and local laws, policies, rules, and
requirements related to equal opportunity and nondiscrimination in employment,
contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive
obligations required of Consultant thereby.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 10 of 15
2008-2009
Ilo4-Ob 11 t
Consultant shall include the provisions of this Subsection in any subcontract
approved by the Contract Administrator or this Agreement.
Section 8.
TERMINATION AND MODIFICATION.
8.1
Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
Consultant may cancel this Agreement upon thirty days' written notice to City
and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for
services performed to the effective date of termination; City, however, may
condition payment of such compensation upon Consultant delivering to City any
or all documents, photographs, computer software, video and audio tapes, and
other materials provided to Consultant or prepared by or for Consultant or the
City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection 1.1. Any such extension
shall require a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the
maximum amount provided for in this Agreement. Similarly, unless authorized
by the Contract Administrator, City shall have no obligation to . reimburse.
Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed
by all the parties.
8.4 Assienment and Subcontractine. City and Consultant recognize and agree that
this Agreement contemplates personal performance by Consultant and is based
upon a determination of Consultant's unique personal competence, experience,
and specialized personal knowledge: Moreover, a substantial inducement to City
for entering into this Agreement was and is the professional reputation and
competence of Consultant. Consultant may not assign this Agreement or any
interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and
provided for herein, other than to the subcontract~rs noted in the proposal,
without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and
all provisions of this Agreement allocating liability between City and Consultant
shall survive the termination of this Agreement.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 11 of 15
2008-2009
\ 1ti'O at> 11c..t
8.6 Ontions unon Breach bv Consultant If Consultant materially breaches any of
the terms of this Agreement, City's remedies shall included, but not be limited to,
the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this
Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if
Consultant had completed the work.
Section 9.
KEEPING AND STATUS OF RECORDS.
9.1
Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or
any other form, that Consultant prepares or obtains pursuant to this Agreement
and that relate to the matters covered hereunder shall be the property of the City.
It is understood and agreed that the documents and other materials~ including but
not limited to those described above, prepared pursuant to this Agreement are
prepared specifically for the City and are not necessarily suitable for any future or
other use. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties.
Consultant shall be responsible for maintaining all records pertaining to this
Agreement, including subcontracts and expenditures, and all other financial and
property records in conformance with OB circular A-II0. Upon request,
consultant shall deliver any required records or documents to the City within a
reasonable amount of time.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for services or expenditures and
disbursements charged to the City under this Agreement for a minimum of three
(3) years, or for any longer period required by law, from the date of final payment
to the Consultant to this Agreement.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 12 of 15
2008-2009
llo(s, Cfb 114
9.3 Insnection and Audit of Records. Any records or documents that Section 9.2 of
this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon
oral or written request of the City. Under California Government Code Section
8546.7, if the amount of public funds expended under this Agreement exceeds
TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be .subject to
the examination and audit 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 tq reasonable attorneys' fees in
addition to any other relief to which that party may be entitled. The court may set
such fees in the same' action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under
this Agreement, the parties agree that trial of such action shall be vested
exclusively in the state courts of California in the County of Alameda or in the
United States District Court Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision
of this Agreement is invalid, void, or unenforceable, the provisions of this
Agreement not so adjudged shall remain in full force and effect. The invalidity in
whole or in part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
10.4 No Imnlied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
10.5 Successors and Assiens. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,
written studies and other printed material on recycled paper to the extent it is
available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose
activities within the corporate limits of City or whose business, regardless of
location, would place Consultant in a "conflict of interest," as that term is defined
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 13 of 15
2008-2009
'~1r1b \1+
in the Political Reform Act, codified at California Government Code Section
81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to
this Agreement. No officer or employee of City shall have any financial interest
in this Agreement that would violate California Government Code Sections 1090
et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous
twelve (12) months, an employee, agent, appointee, or official of the City. If
Consultant was an employee, agent, appointee, or official of the City in the
previous twelve months, Consultant warrants that it did not participate in any
manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation
of Government Code 91090 et.seq., the entire Agreement is void and Consultant
will not be entitled to any compensation for services performed pursuant to this
Agreement, including reimbursement of expenses, and Consultant will be
required to reimburse the City for any sums paid to the Consultant. Consultant
understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of Government Code 9 1090 and, if applicable, will be
disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus
group, or interview related to this Agreement, either orally or through any written
materials.
10.9 Contract Administration. This Agreement shall be administered by Jeri Ram,
the Community Development Director or her designee ("Contract
Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Tri-Valley Haven
Vicki Thompson, Associate Director
3663 Pacific Avenue
Livermore, CA 94568
Any written notice to City shall be sent to:
Community Development Director
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 14 of 15
2008-2009
U~l1b r1~
10.11 Inteeration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A. the budget attached hereto and incorporated
herein as Exhibit B, and the Community Development Block Grant Additional
Terms and Conditions as Exhibit C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral.
CITY OF DUBLIN
Tri- Valley Haven
Richard C. Ambrose, City Manager
~~ot-
Vicki Thompson
Associate Director
Attest:
City Clerk
Approved as to Form:
John Bakker, City Attorney
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven Page 15 of 15
2008-2009
h~Ob(lt
EXHIBIT A
SCOPE OF SERVICES
Tri- Valley Haven has a goal of creating homes safe from abuse and contributing to a more
peaceful society. This program will help do that through four means:
· Support to Domestic Violence through crisis line support and safe shelter at the
domestic violence shelter.
· Support to homeless through the food pantry and homeless shelter.
· Prevention education services through classes given at primarily at local schools.
· Counseling on domestic violence, sexual assault and homeless issues.
Our goals for FY 2008/2009 are as follows:
To provide domestic violence services to 25 Dublin residents.
To provide homeless services to at least 165 Dublin residents (including food pantry).
To provide 16 community education and preventative presentations to at least 600 Dublin
residents.
To provide counseling services to 24 Dublin residents.
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2008-2009
EXHIBIT B of Consulting SelVices Agreement IrODb \1 t
Program Budget Form
Attach additional sheets if necessary
CDBG Grant Total Program Budget
Capital Expenses
Co nstructionjRe ha bi I itation $ $
Permits and Fees $ $
Design $ $
Engineering $ $
Acquisition $ $
Other Soft Costs (define) $ $
Subtotal $ $
Personnel Expenses
Salaries $ 11,654 $ 391,165
Benefits $ 2,307 $ 102,488
Subtotal $ 13,961 $ 493,653
Operating Expenses
Supplies $ 310 $ 10,350
Printing/Copying $ $ 8,500
Postage $ $ 273
Telephone $ $ 10,000
Rent and Utilities $ $ 28,000
Accounting/Audit $ $ 5,000
Other (Staff Development) $ $ 2,500
Other (Mileage) $ $ 5,500
Other (Admin.) $ $ 75,250
Subtotal $ 310 $ 145,373
TOTAL $ 14,271 $ 639,026
Budget prepared by (Name, Title, Telephone Number, E-mail)
Linda L. Johnson
Director of Finance and Compliance
(925)667-2723
lindaj@trivalleyhaven.org
\ll~} t
EXHIBIT C
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG")
ADDITIONAL TERMS AND CONDTIONS
1. PROGRAM MONITORING AND EVALUATION
A. Contractor shall be monitored and evaluated in terms of its effectiveness
and timely compliance with the provisions of this Agreement and the
effective and efficient achievement of the Program Objectives.
B. Contractor must undertake continuous quantitative and qualitative
evaluation of the Scope of Services as specified in this Agreement and
shall make quarterly written reports to City.
1. The quarterly written reports shall include, but shall not be limited
to the following data elements:
a. Title of program, listing of components, description of
activities/operations.
b. Service area (i.e., citywide, etc., including applicable
census tracts).
c. Goals - the projected goals, indicated numerically, and also
the goals achieved (for each report period). In addition,
identify by percentage and description, the progress
achieved towards meeting the specified goals; additionally,
identify any problems encountered in meeting goals.
d. Beneficiaries - provide the following:
i) total number of direct beneficiaries.
ii) Percent of total number of direct beneficiaries who
are:
Low and moderate income
Low income
American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
American Indian or Alaska Native and
White
Asian and White
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2008-2009
Il~tb \,+
Black or African American and White
American Indian or Alaska Native and
Black or African American
Other (individuals who are not included
above)
Hispanic (ethnicity category that cuts across
all races; if used, a race identified above
must also be identified)
Female Headed Households
e. Other data as required by City.
2. . The quarterly report shall be due on the fifteenth day of the month
immediately following the report quarter, except for the end of the
program year report which is due within thirty days.
C. The City shall have ultimate responsibility for overall project monitoring
and evaluation, to assist Contractor in complying with the scope and
contents of this Agreement, and to provide management information that
will assist the City's policy and decision-making and managers.
D. The Contractor shall follow audit requirements of the Single Audit Act
and OMB Circular A-128.
2. PROGRAM INCOME
A. Program income shall be recorded as part of the financial transactions of
the grant program and disbursed in accordance with OMB Circular A-IlO,
with prior approval or consent of City.
B. Program income received by Contractor shall be returned to City for
future application to eligible projects.
C. Program income from Urban City-funded activities undertaken by or
within an Urban City jurisdiction that thereafter terminates its
participation in the Urban City, shall continue to be program income of the
Urban City.
3. UNlFORM ADMINISTRATIVE REQUIREMENTS
Contractor shall comply with Uniform Administrative Requirements as described
in Federal Regulations, Section 570.502 as applicable to governmental entities.
4. RELIGIOUS ACTIVITY PROHIBITION
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2008-2009
11~~11i
There shall be no religious worship, instruction, or proselytization as part of, or in
connection with the performance of this Agreement.
5. REVERSION OF ASSETS
A. Upon the expiration of this Agreement, Contractor shall transfer to City
any CDBG funds on hand at time of expiration and any accounts
receivable attributable to the use of CDBG funds.
B. Real property in excess of $25,000, obtained in whole or in part with
CDBG funds must be used to meet one of the national objectives for a
minimum of five years after the expiration of this Agreement or disposed
of in a manner that results in City being reimbursed at fair market value
less value attributable to non-CDBG expenditures.
6. OTHER PROGRAM REQUIREMENTS
Contractor certifies that it will carry out each activity in compliance with all
Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-
570-612) and relates to a) Equal Employment Opportunity Practices Provisions,
b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National
Flood Insurance Program, f) Relocation and Acquisition, g) Employment and
Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or
Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements
and Cost Principals, k) Conflict of Interest, and I) Displacement.
7. BILINGUAL ASSIT ANCE
Contractor will provide bilingual professional staff as needed to serve its clients.
8. COMPLIANCE WITH FEDERAL REGULATIONS
Contractor's administrative procedures must be in compliance with the following
regulations:
A. OMB Circular A-122, Cost Principles for Non-Profit Organizations.
B. OMB Circular A-llO, Uniform Administrative Requirements for Grant
and Other Agreements with Institutions of Higher Education, Hospitals
and Other Non-Profit Organizations.
C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common
Rule of Uniform Administrative Requirements for Grants and Cooperative
Agreements with State and Local Governments.
D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit
Requirements), Common Rule of Uniform Administrative Requirements
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2008-2009
114-q, lltt
for Grants and Cooperative Agreements with State and Local
Governments
Consulting Services Agreement between
City of Dublin and Tri-Valley Haven
2008-2009